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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


                              EXCHANGE ACT OF 1934



                For the Quarterly Period Ended February 28, 2001

                          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
 incorporation or organization)                              Identification No.)

1301 GERVAIS STREET COLUMBIA, SUITE 300, 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 12,
2001 was 100,783,596.

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<PAGE>


                               SAFETY-KLEEN CORP.


                                      INDEX

PART I FINANCIAL INFORMATION...................................................2

PART II  OTHER INFORMATION

Item 1   Legal
Proceedings....................................................................2



Item 6   Exhibits and Reports on Form
8-K...........................................................................26

Signatures....................................................................33

Exhibit
Index.........................................................................34



<PAGE>




                         PART I - FINANCIAL INFORMATION

         Safety-Kleen   Corp.  (the  "Company"  or  "Registrant")   has  omitted
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 the Company's
Current  Report  on Form 8-K  filed on August 8,  2000,  the  Company  dismissed
PricewaterhouseCoopers  LLP as its independent accountants on August 1, 2000 and
engaged  Arthur  Andersen  LLP  as  successor  independent   accountants.   Upon
completion  of the audit by Arthur  Andersen  for fiscal  years ended August 31,
1997  through  August 31,  2000,  the  Company  will amend this Form 10-Q,  file
audited  financial  statements,   as  applicable,   and  respond  to  Items  the
information  for which has been  omitted in this filing.  The Company  presently
anticipates making that filing as soon as practicable.

                           PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS.

CHAPTER 11 FILING

         Safety-Kleen  Corp.  and 73 of its wholly owned  domestic  subsidiaries
filed a voluntary  petition for  reorganization  under Chapter 11 of Title 11 of
the United States Code (the "Bankruptcy Code") on June 9, 2000. The petition was
filed in the United States  Bankruptcy  Court for the District of Delaware [Case
No. 00-2303 (PJW)].  Management of the Company continues to operate the business
of the Company as a debtor in  possession  under  Sections  1107 and 1108 of the
Bankruptcy  Code as  described in Item 1 of Part II of the  Company's  Report on
Form 10-K for the twelve months ended August 31, 2000. In this  proceeding,  the
Company and its subsidiaries will seek approval of a Plan for Reorganization and
intend to implement the Plan for Reorganization upon obtaining court approval of
the Plan.  Pursuant  to the  automatic  stay  provision  of  Section  362 of the
Bankruptcy Code all non-exempt litigation matters are currently stayed.

         Laidlaw Inc., a Canadian corporation,  owns approximately 44 percent of
the outstanding  common stock of the Company and has various other  arrangements
and  relationships  with the  Company and its  affiliates.  On November 7, 2000,
Laidlaw  Inc.,  on behalf of itself and its direct  and  indirect  subsidiaries,
filed a proof of claim in the unliquidated  amount of not less than $6.5 billion
against the Company and its affiliates in the Chapter 11 cases. The Laidlaw Inc.
indemnification  claims  against the Company  and its  affiliates  fall into the
following general categories: 1) claims for indemnification; 2) contribution and
reimbursement in connection with certain litigation  matters;  3) claims against
the  company  and  its  affiliates  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.

         The  Company  intends to file an  objection  to the claims  asserted by
Laidlaw Inc. in the Bankruptcy proceedings.


                                       2
<PAGE>


MATTERS RELATED TO INVESTIGATION OF FINANCIAL RESULTS

         As  previously  reported in the  Company's  Current  Report on Form 8-K
dated March 6, 2000,  the Company  announced  that it had  initiated an internal
investigation  of its  prior  reported  financial  results  and  certain  of its
accounting  policies and practices  following  receipt by the Company's Board of
Directors of information  alleging possible  accounting  irregularities that may
have affected the  previously  reported  financial  results of the Company since
fiscal year 1998. The Board  appointed a Special  Committee,  consisting of four
directors,  who were then  independent  outside  directors  of the  Company,  to
conduct the internal  investigation (the "Special  Committee  (Investigation)").
The Special Committee (Investigation) was later expanded to five directors, with
the addition of one additional  independent  outside director.  The Company also
engaged the law firm Shaw Pittman and the accounting firm Arthur Andersen LLP to
assist with the comprehensive  investigation of these matters.  The Board placed
Kenneth W. Winger, the Company's Chief Executive Officer and a Director, Michael
J. Bragagnolo, Executive Vice President and Chief Operating Officer, and Paul R.
Humphreys,  Sr.  Vice  President  of Finance  and Chief  Financial  Officer,  on
administrative  leave. The Company accepted the resignations of Messrs.  Winger,
Bragagnolo,  and Humphreys, as officers, in mid-May 2000 and of Mr. Winger, as a
director,  on June 9, 2000, and subsequently  terminated the employment of these
individuals in July 2000. The Special  Committee  (Investigation)  is continuing
its investigation.

         Beginning March 7, 2000, various Company  shareholders filed actions in
the United States  District Court for the District of South  Carolina,  Columbia
Division (the "South  Carolina  District  Court"),  on behalf of various alleged
classes of Company  shareholders  (the "Shareholder  Class Actions"),  asserting
federal securities fraud claims against the Company,  Messrs. Winger,  Humphreys
and  Bragagnolo  (who are  referred to herein  collectively  as the  "Individual
Defendants") and in two cases James R. Bullock,  former Chairman of the Board of
the  Company.  In  August  2000,  all  of the  Shareholder  Class  Actions  were
consolidated  into two actions that are  discussed in detail  below.  Due to the
fact  that  the  Company  filed a  Chapter  11  bankruptcy  petition  under  the
Bankruptcy  Code on June 9,  2000 and all  litigation  against  the  Company  is
subject to an automatic  stay,  the Company was named as a nominal  defendant in
the two consolidated class actions.

         On August 3, 2000, the South Carolina District Court, approved an Order
consolidating 19 of the Shareholder Class Actions and any other actions alleging
claims on behalf of investors who acquired shares of the Company's  common stock
in the time period  November 13, 1997 through March 6, 2000 into one action,  IN
RE SAFETY-KLEEN CORP.  SECURITIES  LITIGATION,  Civil Action No.  3:00-CV-736-17
(the "Securities  Consolidated  Action").  Each of the Shareholder Class Actions
consolidated  into the  Securities  Consolidated  Action was  dismissed  without
prejudice.  A  Consolidated  Amended  Complaint was filed in the South  Carolina
District  Court on September 18, 2000.  The  Securities  Consolidated  Action is
brought on behalf of all  persons,  except  defendants,  who (i)  purchased  the
common stock of Laidlaw  Environmental  Services,  Inc.  ("LES") between July 9,
1997 and July 1, 1998,  (ii)  purchased the common stock of  Safety-Kleen  Corp.
between  July 1,  1998  and  March  6,  2000 or (iii)  exchanged  shares  of old
Safety-Kleen  Corp.  common  stock  for  shares  of  the  common  stock  of  new
Safety-Kleen Corp. as a result of the tender offer by LES for Safety-Kleen Corp.
In addition to naming the  Individual  Defendants and Mr.  Bullock,  the Amended
Complaint also named John R. Grainger, Leslie W.


                                       3
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Haworth,  John W. Rollins,  Jr., David E. Thomas, Jr., Henry B. Tippie, James L.
Wareham, Grover C. Wrenn and Henry H. Taylor, (all of whom are present or former
officers  or members of the Board of  Directors  of the Company  and/or  Laidlaw
Inc.),  PricewaterhouseCoopers  LLP  and  Laidlaw  Inc.  as  defendants  to  the
Securities  Consolidated Action. The Consolidated Amended Complaint alleges that
the defendants  disseminated  materially  false and misleading  information  and
failed to  disclose  material  facts  with  respect to the  Company's  financial
condition and business  prospects,  thereby  causing the market price of Company
securities to be  artificially  inflated  during the relevant  class periods and
that the class members acquired Company  securities  during the class periods at
artificially  inflated prices and were damaged thereby. The Consolidated Amended
Complaint  asserts  various  violations  of federal  securities  laws  including
violations of Sections 10(b), 14(a) and 20(a) of the Securities  Exchange Act of
1934 and Rule 10b-5  promulgated  thereunder and Sections 11, 12(a)(2) and 15 of
the Securities Act of 1933. The Securities  Consolidated Action seeks to recover
damages in an unspecified  amount that the class members allegedly  sustained by
purchasing shares of the Company's common stock at artificially inflated prices,
as well as related relief. On January 8, 2001, the South Carolina District Court
issued an Order amending the caption of the Securities Consolidated Action to IN
RE SAFETY-KLEEN CORPORATION STOCKHOLDERS LITIGATION.

         On August 11, 2000, the South Carolina District Court approved an Order
consolidating the remaining two Shareholder Class Actions involving shareholders
who were former shareholders of Rollins Environmental Services, Inc. ("Rollins")
into one action, IN RE SAFETY-KLEEN CORP. SECURITY LITIGATION,  Civil Action No.
3:00 1343-17 (the "Rollins  Consolidated  Action").  The two  Shareholder  Class
Actions consolidated into the Rollins Consolidated Action were dismissed without
prejudice. On October 2, 2000, a Consolidated Amended Class Action Complaint for
Violations of Federal  Securities Laws in the Security  Consolidated  Action was
filed in South  Carolina  District  Court.  The Rollins  Consolidated  Action is
brought  on behalf of all  persons,  except  defendants,  their  affiliates  and
certain  related  parties,  who were  former  shareholders  of  Rollins  and who
received or should have  received the Proxy  Statement  (the "Proxy  Statement")
issued to shareholders of Rollins to notify them of the special meeting that had
been convened to vote on the reverse acquisition of Laidlaw Chem-Waste,  Inc. by
Rollins  to form the  Company.  The  Consolidated  Amended  Complaint  named the
Individual Defendants,  Mr. Bullock, the Estate of John W. Rollins, Sr., John W.
Rollins,  Jr. and Laidlaw Inc. as defendants in the Rollins Consolidated Action.
The  Consolidated  Amended  Complaint  principally  alleges that the  defendants
disseminated  materially false and misleading information and failed to disclose
material  facts with respect to the Company's  financial  condition and business
prospects in connection  with the Proxy  Statement  and, as a result,  the class
members were denied an  opportunity to make an informed  voting  decision at the
special   meeting  for  approval  of  the  reverse   acquisition.   The  Rollins
Consolidated  Action  asserts  various  violations  of federal  securities  laws
including  violations of Sections 14(a) and 20 of the Securities Exchange Act of
1934 and Rule 14a-9  promulgated  thereunder.  The Rollins  Consolidated  Action
seeks to  recover  damages  in an  unspecified  amount  that the  class  members
allegedly  sustained  as a result of the reverse  acquisition  and the voting in
connection  therewith,  as well as related relief. On January 8, 2001, the South
Carolina  District  Court  issued an Order  amending  the caption of the Rollins
Consolidated Action to IN RE SAFETY-KLEEN ROLLINS SHAREHOLDERS LITIGATION.


                                       4
<PAGE>


         In addition to the above,  two  shareholder  derivative  lawsuits  were
filed in the Delaware  Court of Chancery for New Castle  County on behalf of the
Company,  against  certain of its directors and former  directors (the "Delaware
Derivative  Actions"):  (1) Civil Action No. 17923-NC on March 24, 2000, pending
under the caption PETER FRANK VS. KENNETH W. WINGER,  JOHN W. ROLLINS,  JAMES R.
BULLOCK,  DAVID E. THOMAS,  JR.,  LESLIE W. HAWORTH,  HENRY B. TIPPIE,  JAMES L.
WAREHAM,  JOHN W.  ROLLINS,  JR.,  ROBERT W. LUBA AND GROVER C. WREN (SIC),  AND
SAFETY-KLEEN CORP. (NOMINAL DEFENDANT) and (2) Civil Action No. 1974-NC on March
30, 2000,  pending under the caption HARBOR FINANCE  PARTNERS,  DERIVATIVELY  ON
BEHALF OF SAFETY-KLEEN CORP.,  AGAINST JAMES R. BULLOCK,  JOHN W. ROLLINS,  SR.,
DAVID E. THOMAS,  JR.,  KENNETH W. WINGER,  LESLIE W. HAWORTH,  HENRY B. TIPPIE,
JAMES L. WAREHAM,  JOHN W. ROLLINS,  JR., ROBERT W. LUBA, PETER N.T. WIDDRINGTON
AND GROVER C. WRENN, DEFENDANTS AND SAFETY-KLEEN CORP. (NOMINAL DEFENDANT).  The
Delaware  Derivative  Actions  assert,  among other things,  that the Defendants
breached  their  fiduciary  obligations to the Company and its  shareholders  by
failing  to  adequately  supervise  the  Company  and to  monitor  its  internal
financial  administrative  policies,  procedures  and controls  over an extended
period of time,  thereby  exposing the Company to class action  lawsuits and the
loss of  goodwill  in the  investment  community,  resulting  in  damages to the
Company and its shareholders.  These claims seek to recover damages on behalf of
the Company against the Director  Defendants in an unspecified amount as well as
related relief.

         On April 13,  2000,  a class  action  captioned  MUZINICH & CO.,  INC.,
INDIVIDUALLY AND ON BEHALF OF ALL OTHERS  SIMILARLY  SITUATED,  V.  SAFETY-KLEEN
CORP.,  KENNETH W. WINGER,  MICHAEL J. BRAGAGNOLO,  PAUL R. HUMPHREYS,  LAIDLAW,
INC.  AND  PRICEWATERHOUSE  COOPERS,  LLP,  Civil Action No.  3:00-1145-17  (the
"Muzinich  Class  Action"),  was filed in the South Carolina  District Court. An
Amended Class Action Complaint for violations of the federal securities laws was
filed on August  25,  2000  pursuant  to an  August  3, 2000  Order of the South
Carolina  District Court Judge.  The Company was not named as a defendant in the
amended  complaint.  The  Muzinich  Class  Action was filed on behalf of a class
comprising all persons who purchased 9.25% Senior Subordinated Notes due 2008 of
the Company during the period from October 23, 1998 through June 9, 2000.

         On July 18, 2000, a class action captioned  AMERICAN  HIGH-INCOME TRUST
AND STATE STREET  RESEARCH  INCOME TRUST SUING ON BEHALF OF  THEMSELVES  AND ALL
OTHERS   SIMILARLY   SITUATED   V.   KENNETH   W.   WINGER,    LAIDLAW,    INC.,
PRICEWATERHOUSECOOPERS,  LLP, TD SECURITIES (USA) INC.,  NATIONSBANC  MONTGOMERY
SECURITIES,  RAYMOND JAMES & ASSOCIATES,  INC.,  ARTHUR  ANDERSEN LLP,  JAMES R.
BULLOCK,  PAUL R. HUMPHREYS,  JOHN W. ROLLINS, SR., JOHN W. ROLLINS, JR., LESLIE
W. HAWORTH,  ROBERT W. LUBA,  DAVID E. THOMAS,  JR.,  HENRY B. TIPPIE,  JAMES L.
WAREHAM,  GROVER C. WRENN,  MICHAEL J.  BRAGAGNOLO  AND HENRY H.  TAYLOR,  Civil
Action No. 00-661 (the "American High-Income Trust Class Action"),  was filed in
the United  States  District  Court for the District of  Delaware.  The American
High-Income  Trust  Class  Action  was  filed on  behalf  of all  investors  who
purchased or acquired  certain bonds issued by the Company in initial  offerings
or on the  secondary  market  from April 17,  1998  through  March 6,  2000.  On
December 1, 2000, the Judicial Panel on Multidistrict Litigation transferred the
American High-Income Trust Class Action to the South Carolina District Court for
coordinated  or  consolidated  pretrial  proceedings  with the  actions  already
pending in the South  Carolina  District  Court.  On January 8, 2001,  the South
Carolina District Court approved an Order consolidating the American High-Income
Trust  Class  Action  and the  Muzinich  Class  Action  into one  action,  IN RE
SAFETY-KLEEN CORP.  BONDHOLDERS  LITIGATION,  Consol. Case No. 3-00-1145 17 (the
"Bondholders Consolidated


                                       5
<PAGE>


         Action").  A Consolidated Class Action Complaint was filed in the South
Carolina  District Court on January 23, 2001.  Arthur  Andersen LLP and Henry H.
Taylor were not named as defendants in the Consolidated  Class Action Complaint.
The  Bondholders  Consolidated  Action is brought on behalf of all  persons  who
purchased or acquired  certain bonds issued by the Company,  or its  predecessor
LES, in initial offerings or on the secondary market from April 17, 1998 through
March 9, 2000.  The  Bondholders  Consolidated  Action  alleges that the Company
disseminated  materially false and misleading  financial statements and that the
class members  purchased the bonds in reliance upon such  financial  statements.
The  Bondholders  Consolidated  Action  asserts,  among  other  things,  various
violations of federal  securities  laws including  violations of Sections 11(a),
12(a)(2) and 15 of the Securities Act of 1933,  Sections  10(b), 18 and 20(a) of
the  Securities  Exchange  Act of 1934  and Rule  10b-5  promulgated  under  the
Securities  Exchange Act of 1934. The Bondholders  Consolidated  Action seeks to
recover  damages  in an  unspecified  amount  that the class  members  allegedly
sustained, as well as related relief.

         In addition, two class actions have been filed against Laidlaw Inc. and
certain of its  directors on behalf of  purchasers of shares of the common stock
of  Laidlaw  Inc.  and  purchasers  of bonds of Laidlaw  Inc.  during the period
October 15, 1997 through and including  March 13, 2000.  The  shareholder  class
action,  MELTZER V. JOHN R.  GRAINGER,  JAMES R. BULLOCK,  LESLIE W. HAWORTH AND
LAIDLAW  INC.,  Civil  Action  No.  3:00-CV-2518-17,  was  filed  with the South
Carolina  District Court on August 14, 2000. The bondholder class action,  DAVID
I. L.  SUNSTEIN V. JOHN R.  GRAINGER,  JAMES R.  BULLOCK,  LESLIE W. HAWORTH AND
LAIDLAW INC.,  Civil Action No.  3:00-CV-855,  was filed with the South Carolina
District Court on March 17, 2000. The plaintiffs in both actions  allege,  among
other things,  that the  defendants  made false and  misleading  statements  and
violated certain federal securities laws. The plaintiffs in both actions seek to
recover  damages in an  unspecified  amount that the  applicable  class  members
allegedly sustained,  as well as related relief. Messrs.  Grainger,  Bullock and
Haworth have demanded to be indemnified by the Company in these actions.

         On  September  23, 2000, a class  action,  JOHN HANCOCK LIFE  INSURANCE
COMPANY,  NEW YORK  LIFE  INSURANCE  COMPANY,  AID  ASSOCIATION  FOR  LUTHERANS,
AMERICAN  GENERAL  ANNUITY  INSURANCE  COMPANY  AND THE  VARIABLE  ANNUITY  LIFE
INSURANCE COMPANY, ON BEHALF OF THEMSELVES AND ALL OTHERS SIMILARLY SITUATED, V.
JOHN R. GRAINGER,  JAMES R. BULLOCK,  IVAN R. CAIRNS,  LESLIE W. HAWORTH,  PETER
N.T. WIDDRINGTON,  WAYNE R. BISHOP, WILLIAM P. COOPER, JACK P. EDWARDS,  WILLIAM
A. FARLINGER,  DONALD M. GREEN,  MARTHA O. HESSE,  GORDON R. RITCHIE,  STELLA M.
THOMPSON,  LAIDLAW,  INC.,  PRICEWATERHOUSECOOPERS,  LLP, GOLDMAN,  SACHS & CO.,
BEAR, STEARNS & CO., INC., SALOMON SMITH BARNEY,  MERRILL LYNCH & CO., ROBERTSON
STEPHENS & CO., BANC ONE CORP.,  CIBC OPPENHEIMER,  BANC OF AMERICA  SECURITIES,
LLC AND TD  SECURITIES  (USA),  INC.,  Civil Action No.  7233,  was filed in the
United States District Court for the Southern  District of New York on behalf of
all persons,  except the defendants and certain related  parties,  who purchased
the bonds of Laidlaw,  Inc.  during the period  September  24, 1997  through and
including May 12, 2000.  The  plaintiffs  allege,  among other things,  that the
defendants  made false and misleading  statements and violated  certain  federal
securities laws. The plaintiffs seek to recover damages in an unspecified amount
that the  applicable  class  members  allegedly  sustained,  as well as  related
relief.  Mr.  Grainger and Mr.  Haworth have demanded to be  indemnified  by the
Company in this action.


                                       6
<PAGE>


         On  December  12,  2000,  a  class  action,   Westdeutsche   Landesbank
Girozentrale,  New York  Branch,  On Behalf Of Itself And All  Others  Similarly
Situated,  v. John R.  Grainger,  James R.  Bullock,  Ivan R. Cairns,  Leslie W.
Haworth,  Peter N.T.  Widdrington,  Wayne R. Bishop,  William P. Cooper, Jack P.
Edwards,  William A.  Farlinger,  Donald M. Green,  Martha O.  Hesse,  Gordon R.
Ritchie, Stella M. Thompson, Laidlaw, Inc., PricewaterhouseCoopers LLP, Goldman,
Sachs & Co.,  Merrill Lynch & Co.,  Banc One Corp.,  CIBC  Oppenheimer,  Banc Of
America  Securities,  LLC and TD Securities (USA),  Inc., Civil Action No. 9486,
was filed in the United States  District Court for the Southern  District of New
York on behalf  of all  persons,  except  the  defendants  and  certain  related
parties,  who  purchased  call  options  or sold put  options  or other  similar
securities  exercisable  for the  bonds  of  Laidlaw,  Inc.  during  the  period
September 24, 1997 through and including May 12, 2000.  The  plaintiffs  allege,
among other things, that the defendants made false and misleading statements and
violated certain federal securities laws. The plaintiffs seek to recover damages
in an unspecified  amount that the applicable class members allegedly  sustained
as well as related  relief.  Mr.  Grainger has demanded to be indemnified by the
Company in this action.

         Shortly  after  the  Company's  March  6,  2000  announcement,  Company
representatives  met with officials of the  Securities  and Exchange  Commission
(the  "Commission")  and  advised  the  Commission  of  the  alleged  accounting
irregularities  and the  Company's  internal  investigation  with respect to the
allegations.  On March 10, 2000, the Company was advised that the Commission had
initiated a formal  investigation  of the Company.  Also on March 10, 2000,  the
Commission  issued a subpoena to the Company requiring the production of certain
financial  and  corporate  documents  relating  to the  preparation  of  Company
financial  statements,  reports  and  audits  for fiscal  years  1998,  1999 and
portions  of  fiscal  years  1997  and  2000  and for  various  other  documents
pertaining to and ancillary to the alleged accounting irregularities. On May 24,
2000 the Commission issued a second subpoena to the Company requiring additional
documents relating to the preparation of Company financial  statements,  reports
and audits for fiscal  years 1998,  1999 and  portions of fiscal  years 1997 and
2000. The Company has responded to the subpoenas.

         On or about  March 22,  2000,  the  Company  was served with a subpoena
issued by a Grand  Jury  sitting  in the United  States  District  Court for the
Southern District of New York seeking production of the same documents described
in  the  Commission's  original  subpoena.  The  Company  has  responded  to the
subpoena.

         The Company is cooperating with each of the investigations.

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,  post-closure and
corrective  action  obligations.  The Company 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

                                       7
<PAGE>


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, the Company and its  subsidiaries  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  and its
affiliates under the environmental statutes,  which approximated $500 million as
of May 31,  2000,  slightly  more  than 50  percent  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 their facilities.  Under applicable regulations, the Company 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 are no longer  qualified as acceptable  federal  bonds,  they remain in
place and effective until replaced and the Company continues to pay the premiums
on the bonds.

         Immediately  following the June 6, 2000  announcement  that Frontier no
longer  qualified  as  an  approved  surety,   the  Company  notified  the  U.S.
Environmental  Protection  Agency  ("EPA")  of its lack of  certified  financial
statements  for  fiscal  years  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 previously
covered by the  Frontier  bonds.  The Company and EPA also  contacted  states in
which the  non-compliant  facilities  were located and  apprised  such states of
these facts.

         The Company and EPA then engaged in negotiations resulting in the entry
of a Consent Agreement and Final Order ("CAFO").  The main component of the CAFO
is a compliance schedule for the Company and its affected subsidiaries to obtain
compliant  financial assurance for the facilities covered by the Frontier bonds.
Under the agreement,  the Company and its affected subsidiaries were required to
obtain compliant financial assurance as expeditiously as possible,  but no later
than  December  15,  2000.  EPA  reserved  discretion  to extend the deadline to
February 28, 2001.  The Company has since obtained a further  extension  through
April 30, 2001 and will seek further  extensions  of time from EPA, but the CAFO
does not obligate EPA to grant such further extensions. Although the Company has
obtained a proposal for the replacement of the Frontier  coverage,  there can be
no  assurance  that the Company  will be able to replace  Frontier on a schedule
acceptable to EPA and the states.

         If the Company's  affected  facilities  are unable to secure  compliant
financial  assurance by the applicable  deadline,  the CAFO requires the Company
and its affected facilities to cease accepting waste and to initiate closure and
post-closure  measures in accordance  with their permits and applicable  federal
and state requirements.  Under the CAFO, 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.  The  Company's  lenders and the
unsecured  creditors committee retain the right to oppose through the Bankruptcy
Court any efforts by the EPA to require the Company to initiate any such closure
and post closure measures.


                                       8
<PAGE>


         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 in the amount
of $28.5  million  from  Toronto  Dominion  Bank for the benefit of Frontier and
shall take all steps  necessary  to keep current the  existing  Frontier  surety
bonds.

         Pursuant  to the  terms  of the  CAFO,  the  Company  and its  affected
subsidiaries have agreed to a schedule by which EPA and Participating States (as
defined below) may monitor the Company's  efforts to obtain compliant  financial
assurance.  (A  "Participating  State"  is a state  with  authority  to  enforce
financial assurance  requirements,  but which referred that authority to EPA for
purposes of the CAFO.) This schedule  includes  required periodic reports to EPA
and  participating  states.  The schedule  also  requires the Company to provide
audited restated financial statements for fiscal years 1997-1999 and the audited
statements for fiscal year 2000 by certain deadlines,  which the Company has not
done.  Accordingly,  EPA may impose penalties on the Company.  In addition,  the
CAFO requires the Company and its affected subsidiaries to retain an independent
environmental  auditor to conduct an environmental  management  systems analysis
and to conduct  comprehensive  environmental  audits at certain facilities.  The
CAFO, as modified by the Bankruptcy Court Order approving it, also calls for the
payment  of  a  civil  penalty  in  the  amount  of  approximately  $201,000  by
Safety-Kleen  Services,  Inc., a  wholly-owned  subsidiary  of the  Company.  If
additional states become  Participating  States, the amount of this penalty will
increase.  In  addition,  the  Company or certain  of its  subsidiaries  will be
required to pay  additional  penalty  amounts to some states that enter similar,
but  separate,  agreements  with the  Company and its  appropriate  subsidiaries
concerning the replacement of Frontier.

         In the CAFO, the Company and certain of its subsidiaries 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  and  EPA  contacted  states  in  which  affected  company
facilities  were located and apprised  these states of the terms of the CAFO. As
noted,  several of the  Participating  States  referred the affected  facilities
non-compliance  to EPA for  enforcement  and joined in the CAFO.  Certain  other
states  (referred to in the CAFO as the "Parallel  Action  States") have entered
parallel agreements with the Company and appropriate subsidiaries.  Other states
have entered or have  indicated an interest to enter  agreements  with  affected
facilities   with  terms  similar  to  the  CAFO.  If  the  Company  and/or  its
subsidiaries  or  affiliates  were unable to  conclude  such an  agreement  in a
particular  state and were thus required to close  facilities in such state, the
impact on the Company could be material,  depending upon the particular facility
involved.

         The  State  of  South  Carolina  has  indicated  that it will  not be a
Participating  State or a Parallel Action State for facilities owned or operated
by Safety-Kleen (Pinewood), Inc.

         The CAFO was approved by the U.S. Bankruptcy Court on October 17, 2000.
The  Company and its  affected  subsidiaries  continue  to  exercise  their best
efforts to obtain compliant  financial  assurance in replacement of the Frontier
bonds as expeditiously as possible.


                                       9
<PAGE>


         As noted,  Frontier  does not provide all the coverage  required by the
Company and its  subsidiaries for closure,  post-closure  and corrective  action
activities.  Reliance Insurance Company of Illinois  ("Reliance") has provided a
significant  proportion of such coverages.  The Company has received expressions
of concern  from various  states about the quality of this  coverage and a small
number of states have indicated that they do not consider  Reliance  policies to
satisfy  requirements  of state law. On December 15, 2000, the Company  received
Bankruptcy  Court  approval  to  replace  approximately  $130  million  of  RCRA
financial  assurance coverage  underwritten by Reliance with new policies issued
by Indian  Harbor  Insurance  Company,  an A.M. Best A+ rated  underwriter.  The
effective date for this new financial assurance is October 15, 2000 and is still
subject to state  acceptance of the  substitution,  which the Company expects to
receive.

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 its  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.  As
of this filing,  subsidiaries of the Company were involved in seven  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,  are jointly and  severally  liable for  remediation  costs and
environmental  damage.  As of this filing,  the Company had identified 52 active
federal or state-run CERCLA sites where the Company is a potentially responsible
party. The Company  continually 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  potentially  responsible  parties  at  the
location.

PRODUCTS LIABILITY CASES

         From time to time,  the  Company  is named as a  defendant  in  various
lawsuits  arising in the  ordinary  course of  business,  including  proceedings
wherein  persons claim personal  injury  resulting from the use of the Company's
parts  cleaner  equipment  and/or  cleaning  products.  A number  of such  legal
proceedings are currently pending in various courts and jurisdictions throughout
the United States.  These  proceedings  typically  involve  allegations that the
solvent used in the Company's  parts  cleaner  equipment  contains  contaminants
and/or that the  Company's  recycling  process does not  effectively  remove the
contaminants  that become  entrained in the solvent during its use. In addition,
claimants assert that the Company failed to adequately warn the product user of


                                       10
<PAGE>


potential risks. In the aggregate,  the plaintiffs' claims are in excess of $150
million. The Company maintains insurance which it believes will provide coverage
for these claims over self insured  retentions  and  deductibles  which,  in the
aggregate,  the Company believes are less than $10 million. The Company believes
that these claims are not  meritorious  and intends to vigorously  defend itself
and the safety of its products against any and all such claims.

SAFETY-KLEEN (PINEWOOD), INC.

         A   subsidiary   of  the   Company,   Safety-Kleen   (Pinewood),   Inc.
("Pinewood"),  owns and  operates a hazardous  waste  landfill  near the Town of
Pinewood  in  Sumter  County,  South  Carolina.  By  Order  dated  May 19,  1994
("Order"),  the  South  Carolina  Board  of  Health  and  Environmental  Control
("Board")  approved the issuance by the  Department of Health and  Environmental
Control  ("DHEC") of a Resource  Conservation  and Recovery Act ("RCRA")  Part B
permit for operation of the Pinewood  Facility.  The permit included  provisions
governing financial assurance and capacity for the facility.

         South Carolina law required that  hazardous  waste  facilities  provide
evidence  of  financial  assurance  for  potential   environmental  cleanup  and
restoration in form and amount to be determined by DHEC.

         The Order required Pinewood to establish and maintain a cash trust fund
(the "GSX Contribution Fund") as financial assurance for potential environmental
cleanup and restoration.  The Order required Pinewood to accumulate $133 million
in 1994  dollars  by 2004,  to be funded  by  annual  cash  amounts  that  would
ultimately  compose a substantial  portion of the total $133 million.  In August
1994,  Pinewood  paid  approximately  $14 million  cash into the trust fund as a
first installment.

         In the Order, the Board also established  Pinewood's permitted capacity
of  hazardous  and  non-hazardous  waste to be 2,250  acre  feet.  To  determine
exhaustion of permitted capacity,  the Order required DHEC to include the amount
of  hazardous  waste  disposed  prior to the date of the Order and the amount of
hazardous  and  non-hazardous  waste  disposed  after the  Order.  Only the non-
hazardous  waste disposed prior to the May 19, 1994 order would not count toward
the  Pinewood  permitted  capacity.  Pinewood  filed an  appeal  contesting  the
legality of the Board's  determination  as to capacity and  financial  assurance
with the South Carolina Circuit Court.

         In June 1995,  DHEC  promulgated,  and the South  Carolina  legislature
approved,  regulations (the  "Regulations")  governing  financial  assurance for
environmental  cleanup and restoration.  The Regulations gave owner/operators of
hazardous  waste  facilities  the right to choose  from  among six  options  for
providing financial assurance.  The options included insurance, a bond, a letter
of credit,  a cash trust fund and a corporate  guaranty,  subject to a financial
soundness test.

         Under the authority of the new Regulations, for state fiscal years 1995
through 1999, Pinewood provided financial assurance for potential  environmental
cleanup and  restoration  through  combinations  of the existing state Permitted
Sites Fund (a state of South  Carolina  fund  created  by statute  and funded by
hazardous waste disposal taxes), a corporate  guarantee by Laidlaw Inc., the GSX
Contribution Fund, and insurance.


                                       11
<PAGE>


         On September  15, 1995,  DHEC issued a declaratory  ruling  finding the
Regulations applicable to financial assurance requirements for Pinewood. A group
of parties opposed to the ruling  appealed the  declaratory  ruling to the South
Carolina Circuit Court. The opposing parties included Citizens Asking for a Safe
Environment,  Energy Research Foundation,  County of Sumter, Sierra Club, County
of  Clarendon,  The Sumter County  Legislative  Delegation,  the South  Carolina
Department of Natural Resources and the South Carolina Public Service Authority.

         Pinewood's  appeal  of the May 19,  1994 DHEC  order  and the  opposing
parties'  appeal of the May 19, 1994 DHEC Order and the  September 15, 1995 DHEC
declaratory  ruling were consolidated in the South Carolina Circuit Court in the
case captioned Laidlaw  Environmental  Services of South Carolina,  Inc. et al.,
Petitioners vs. South Carolina  Department of Health and  Environmental  Control
and South  Carolina  Board of Health and  Environmental  Control,  Respondents -
Energy   Research   Foundation,   et  al.,   Intervenors,   Docket  Numbers  C/A
94-CP-43-175,  94-CP-43-178,  94-CP-40-1412 and 94-CP-40-1859. The Circuit Court
issued a decision on August 19, 1997 finding the  Regulations  legally valid and
applicable  to financial  assurance  requirements  of the Pinewood  landfill and
upholding DHEC determinations of capacity for the Pinewood landfill.

         Opposing  parties  appealed the decision to the South Carolina Court of
Appeals  ("Court of Appeals")  and the Court of Appeals  heard  arguments in the
case on September 9, 1999. The Court of Appeals issued a decision on January 17,
2000 and ruled that:

         1.       The Regulations were invalid due to insufficient public notice
                  during the  promulgation  procedure  and  ordered  Pinewood to
                  immediately   comply   with  the  cash   financial   assurance
                  requirements  of the May 19 , 1994 Order  (requiring a present
                  cash payment of approximately $70 million).

         2.       That non-hazardous and hazardous waste counts against Pinewood
                  capacity from the beginning of waste  disposal.  The practical
                  effect of the decision would render  Pinewood at 500 acre feet
                  over its permitted capacity.

         Pinewood's  request for a rehearing  by the Court of Appeals was denied
by the Court on April 4, 2000.  On June 13,  2000,  the South  Carolina  Supreme
Court denied  Pinewood's  petition for a writ of certiorari  and the decision of
the Court of Appeals became final.

         On June 14, 2000,  DHEC sent notice by letter to the Pinewood  Facility
directing that Pinewood cease accepting waste for disposal in 30 days and submit
a closure  plan.  DHEC based this  directive  on the then final  decision of the
Court of Appeals that all  non-hazardous  waste  disposed at Pinewood  should be
counted against  Pinewood's  hazardous waste capacity limit and DHEC's resulting
conclusion that there is no remaining permitted capacity at Pinewood.

         On June 22, 2000,  DHEC  notified  Pinewood  that the Court of Appeals'
decision vacated the Regulations and, therefore, Pinewood must provide financial
assurance  in  accordance  with the May 19,  1994  Order.  The DHEC  notice also
directed Pinewood to provide  information to DHEC within 15 days on how Pinewood
would comply with the Order including payment into the GSX Contribution Fund. To
comply with the financial assurance provisions of the Order, Pinewood would have
to pay approximately $68 million into the GSX Contribution Fund over four years.


                                       12
<PAGE>


         Additionally,  on June 9, 2000 (on the same day,  but  after,  Pinewood
filed its petition for bankruptcy protection in the United States District Court
for the  District of  Delaware),  DHEC issued an  Emergency  Order  finding that
Frontier  Insurance Company (the issuer of the bonds used by Pinewood to provide
for  financial  assurance for the costs of closure and  post-closure,  and third
party liability) no longer met regulatory  standards for bond issuers.  Based on
this finding,  DHEC ordered  Pinewood to cease  accepting  waste for disposal by
August  28,  2000,  unless it could  provide  acceptable  alternative  financial
assurance by June 27, 2000.

         On July 7, 2000,  in the legal action  captioned:  IN RE:  SAFETY-KLEEN
CORP., ET AL. DEBTOR,  CHAPTER 11 CASES,  DELAWARE  BANKRUPTCY  COURT, CASE NOS.
00-203 (PJW), ADVERSARY PROCEEDING NO. 00-698-SAFETY-KLEEN  (PINEWOOD),  INC. V.
STATE OF SOUTH  CAROLINA,  ET AL.,  DISTRICT  OF SOUTH  CAROLINA  (MJP) CASE NO.
3:00-2243-10, Pinewood commenced legal proceedings in the United States District
Court for the  District of Delaware  challenging  DHEC's June 9, 2000  Emergency
Order and DHEC's June 14 and June 22, 2000 notice  letters.  Pinewood  sought to
stay and/or  enjoin DHEC and the State of South  Carolina  from  enforcement  of
these  directives  on the grounds  that the actions of DHEC were  invalid  under
various  provisions  of the United States  Constitution,  violated the automatic
stay  provision  of the  Bankruptcy  Code and/or  should be  enjoined  under the
equitable  powers of the Bankruptcy  Court.  As an alternative  cause of action,
Pinewood  demanded that it be compensated for the taking of its property without
just compensation under provisions of the Constitutions of the United States and
the State of South Carolina.  The case was  transferred to the Federal  District
Court for the District of South Carolina ("District Court").

         On August 25, 2000, the District Court issued the following rulings:

         1.       Denied South Carolina's  motion to dismiss  Pinewood's  claims
                  upon  jurisdictional  grounds and  certified  the issue for an
                  immediate appeal to the United States Court of Appeals for the
                  Fourth Circuit (the "Jurisdictional Ruling");

         2.       Held that the June 9, 2000 Emergency  Order was subject to the
                  automatic  stay  provisions  of Section 362 of the  Bankruptcy
                  Code (the "Automatic Stay Ruling");

         3.       Denied  Pinewood's  motion for a preliminary  injunction  with
                  respect to the June 14, 2000 DHEC letter; and

         4.       Granted a stay of enforcement of the June 14, 2000 DHEC letter
                  for a  period  of 30 days  during  which  Pinewood  may file a
                  petition for  injunction  pending  appeal in the United States
                  Court of Appeals for the Fourth Circuit.

         Both the State of South  Carolina  and  Pinewood  appealed the District
Court's ruling to the United States Court of Appeals for the Fourth Circuit. The
State of South  Carolina  appealed the  Jurisdictional  Ruling and the Automatic
Stay  Ruling,  while  Pinewood  appealed  the District  Court's  ruling  denying
Pinewood's  motion for a preliminary  injunction.  Pinewood also  petitioned the
Appeals Court for an injunction  pending the appeal, and filed a Motion with the
Appeals Court asking for an expedited appeal.


                                       13
<PAGE>


         On  September  22,  2000,  the United  States  Court of Appeals for the
Fourth Circuit denied Pinewood's motion for an injunction pending the appeal and
granted Pinewood's motion to expedite the appeal. No decision has been issued by
the Fourth Circuit Court of Appeals.

         On September 25, 2000  Pinewood  filed a request with DHEC for a permit
modification  increasing  landfill  capacity.  Pinewood also filed a request for
temporary  authorization  from DHEC to continue  waste  disposal at the facility
pending a DHEC decision on the requested permit modification.

         At midnight on September 25, 2000, Pinewood suspended waste disposal in
the landfill  pending  action by DHEC and/or court decision  allowing  continued
waste  disposal.  On September  26,  2000,  DHEC denied  Pinewood's  request for
temporary authorization for continued waste disposal at its Pinewood landfill.

         The Stock Purchase Agreement among Rollins Environmental Services, Inc.
(now  Safety-Kleen  Corp.) and Laidlaw  Inc.  and Laidlaw  Transportation,  Inc.
("LTI")  dated  February 6, 1997,  provides  that Laidlaw Inc.  shall  maintain,
solely at its expense,  until the tenth anniversary of the Closing Date (May 15,
1997),   such   financial   mechanism  as  may  be  permitted  by  the  relevant
environmental  laws to provide the required  financial  assurance  for potential
environmental  cleanup and  restoration at the Pinewood  facility.  See also the
"Laidlaw Inc. Relationships"  discussion in Item 13 of Part III of the Company's
Report on Form 10-K for the twelve months ended August 31, 2000.

VILLE MERCIER FACILITY

         On May 10, 1991,  representatives of the Ministry of the Environment of
the  Province of Quebec  conducted a search on property of a  subsidiary  of the
Company in Ville  Mercier  pursuant to a search  warrant  issued on the basis of
allegations that the subsidiary,  prior to its acquisition, had during the years
1973, 1974 and 1975,  illegally buried between 500 and 600 barrels of industrial
waste in the ground on the site.  As a result of that  search and the finding of
barrels  of  industrial   waste,   the  subsidiary   immediately   undertook  an
investigation   and  submitted  a  restoration  plan  to  the  Ministry  of  the
Environment and in fact,  commenced the restoration  activity.  On May 24, 1991,
the  Minister of the  Environment  issued an order under the  provisions  of the
Environment Quality Act, ordering the subsidiary to collect all the contaminants
dumped,  emitted,  issued or  discharged  into the  environment.  This order was
issued  without  notice  to the  subsidiary  at a time when the  subsidiary  was
already carrying out its restoration  plan. The subsidiary filed a motion in the
Superior Court in the Province of Quebec and the District of Montreal seeking an
order to, among other  things,  cancel and annul the order on the basis that the
burial of the barrels  between  1973 and 1975 did not  constitute  an actual and
current  discharge,  emission or deposit of  contaminants  into the  environment
justifying the 1991 order under the law, and that the order did not identify the
contaminants that the subsidiary was required to remove, their location,  or the
time in which  this  should be  accomplished.  Following  implementation  of the
restoration plan, these proceedings were suspended. Management believes that the
restoration plan submitted by the subsidiary as amended after  consultation with
the Ministry of the Environment has been implemented and that any  contamination
resulting from the barrels of industrial waste has been remediated.


                                       14
<PAGE>


         Unrelated to the barrels of industrial  waste  referred to above,  in a
letter dated June 19, 1992, the Quebec Ministry of the Environment requested the
subsidiary to advise the Ministry,  within 30 days of receipt of the request, of
its intentions concerning the carrying out of certain  characterization  studies
of soil and water and  restoration  work with  respect to  certain  areas of the
Ville Mercier property. In 1968, the Quebec government had issued two permits to
an unrelated  company to dump organic  liquids into lagoons on the Ville Mercier
property. By 1971, groundwater  contamination had been identified.  In 1972, the
Quebec  government  provided an alternate water supply to Ville Mercier.  In the
same year,  the permit  authorizing  the dumping of liquids was terminated and a
permit to operate an organic liquids  incinerator on the property was granted to
an entity which was  indirectly  acquired by the Company in 1989.  In 1973,  the
Quebec  government  contracted with the  incinerator  operator to incinerate the
pumpable  liquids in the lagoons.  In 1980, the  incinerator  operator  removed,
solidified  and  disposed  of the  non-pumpable  material  from the lagoons in a
secure cell and  completed  the closure of the  lagoons at its own  expense.  In
1983, the Quebec  government  constructed and continues to operate a groundwater
pumping and treatment  facility near the lagoons.  The Company believes that its
subsidiary  is  not  the  party  responsible  for  the  lagoon  and  groundwater
contamination.  By letter dated July 17, 1992, the subsidiary responded by first
denying any responsibility for the  decontamination  and restoration of its site
and secondly,  by proposing that the Quebec  Ministry of the Environment and the
subsidiary form a working group to find the most appropriate  technical solution
to the contamination  problem.  On November 16 and 25, 1992, the Minister of the
Environment,  pursuant to the provisions of the Environment  Quality Act, served
the subsidiary with two Notices alleging that the subsidiary was responsible for
the  presence of  contaminants  on its  property  and that of its  neighbor  and
ordering  the  subsidiary  to  take  all the  necessary  measures  to  excavate,
eliminate or treat all of the contaminated soils and residues located within the
areas  defined in the Notices  and to recover and treat all of the  contaminated
waters resulting from the aforementioned  measures. The Notices further provided
that failing the receipt by the  Department of  Environment,  within ten days of
the date of service of the Notices, of an undertaking by the subsidiary to carry
out the aforementioned  measures,  the Minister of the Environment would proceed
to do the work and would claim from the subsidiary the direct and indirect costs
relating to such work.

         By  letter  dated  November  25,  1992,  the  subsidiary  responded  by
reiterating  its position that it had no  responsibility  for the  contamination
associated with the discharges of wastes into the former Mercier lagoons between
1968 and 1972 and  proposing  to submit the  question of  responsibility  to the
Courts for determination as expeditiously as possible through the cooperation of
the parties' respective  attorneys.  Concurrently,  the subsidiary  undertook to
prepare and submit to the  Department  of the  Environment  a technical  plan to
address the  contamination on the site identified in the notices.  This plan was
developed  with the  assistance  of highly  qualified  experts  from  Quebec and
elsewhere  in North  America  drawing  upon all  available  information  and was
submitted to the Minister of the Environment.  By letter dated December 7, 1992,
the subsidiary  submitted to the Minister of the Environment a document entitled
"Detailed Scope of Work for the Groundwater  Contamination  Panel Ville Mercier,
Quebec".  This  proposal by the  subsidiary  was refused by the  Minister of the
Environment  by letter  dated  December  22, 1992 on the grounds that it did not
meet the terms of the above mentioned Notices issued against the subsidiary. The
Minister  published  a request  for  tenders  for the  preparation  of plans and
specifications  with respect to the excavation  and storage of the  contaminated
soils. The Minister


                                       15
<PAGE>


also retained six independent experts to review the subsidiary's technical plan.
This panel of experts subsequently  submitted to the Minister of the Environment
its recommended methodology to address the contamination on the site.

         The  Minister  of the  Environment  convened  a  public  hearing  which
reviewed  the report  submitted  to the  Minister by the experts he retained and
recommended  to the Minister  what remedial plan should be instituted to address
the contamination on the site.

         The subsidiary filed legal proceedings seeking a court determination of
the liability  associated with the  contamination of the former Mercier lagoons.
The subsidiary  asserted that it has no responsibility  for the contamination on
the site.  The  Minister  claimed that the  subsidiary  is  responsible  for the
contamination  and should reimburse the Province of Quebec for costs incurred to
the present in the amount of  CDN$17.4  million  and should be  responsible  for
future remediation costs.

         On or about  February 9 and March 12,  1999,  Ville  Mercier  and three
neighboring   municipalities   filed  separate  legal  proceedings  against  the
subsidiary and certain related  companies  together with certain former officers
and directors,  as well as against the Government of Quebec. The lawsuits assert
that the defendants are jointly and severally  responsible for the contamination
of groundwater in the region, which Plaintiffs claim was caused by contamination
from the  former  Ville  Mercier  lagoons,  and which  they  claim  caused  each
municipality  to incur  additional  costs to  supply  drinking  water  for their
citizens  since the 1970's and early  1980's.  The four  municipalities  claim a
total of  CDN$1,595,000 as damages for additional costs to obtain drinking water
supplies and seek an  injunctive  order to obligate the  defendants to remediate
the  groundwater in the region.  The subsidiary  will continue to assert that it
has no responsibility for the ground water contamination in the region.

          Pursuant to the Stock Purchase Agreement,  Laidlaw Inc. and LTI agreed
to indemnify and hold harmless the Company and its  subsidiaries for any damages
resulting from the remediation of contaminated  soils and water arising from the
former lagoon sites and the operation of the incinerator at Mercier, Quebec. The
indemnification  is only to the extent that the aggregate cash  expenditure with
respect to such damages exceeds in the aggregate (i) $1 million during such year
and (ii) since May 15, 1997,  an amount equal to the product of $1 million times
the number of years that have elapsed since May 15, 1997;  however,  there shall
be no  indemnification  for any cash  expenditures  incurred more than six years
after May 15, 1997. See also the "Laidlaw Inc. Relationships" discussion in Item
13 of Part III of the Company's  Report on Form 10-K for the twelve months ended
August 31, 2000.

MARINE SHALE PROCESSORS

         Beginning in the  mid-1980's  and  continuing  until July 1996,  Marine
Shale Processors,  Inc., located in Amelia, Louisiana ("Marine Shale"), operated
a kiln which incinerated waste producing a vitrified  aggregate as a by-product.
Marine Shale contended that its operation  recycled waste into a useful product,
i.e.  vitrified  aggregate,  and therefore,  was exempt from RCRA regulation and
permitting  requirements  as a Hazardous Waste  Incinerator.  U.S. EPA contended
that Marine Shale was a sham recycler subject to the regulation and permitting


                                       16
<PAGE>


requirements  as a Hazardous  Waste  Incinerator  under RCRA, that its vitrified
aggregate by product was a hazardous  waste,  and that Marine Shale's  continued
operation  without  required  permits was  illegal.  Litigation  between EPA and
Marine Shale with respect to this issue began in 1990 and  continued  until July
1996 when Marine  Shale was ordered to shut down its  operations  by U.S.  Fifth
Circuit Court of Appeals.

         During the course of its operation,  Marine Shale produced thousands of
tons of aggregate,  some of which was sold as fill material at various locations
in the vicinity of Amelia,  Louisiana,  but most of which is  stockpiled  on the
premises of the Marine Shale Facility. Moreover, as a result of past operations,
soil and groundwater contamination exists on the Marine Shale site.

         In November  1996,  an option to buy Marine  Shale was obtained by GTX,
Inc.  with the intent to operate the  facility as a  permitted  Hazardous  Waste
Incinerator.  Subsequently, Marine Shale, GTX and U.S. 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 GTX for
operation  of the Marine  Shale  facility as a  RCRA-permitted  Hazardous  Waste
Incinerator.  Appeals were taken by  opposition  parties and in October  1999, a
Louisiana  State Court Judge ruled that the draft permit was improperly  issued.
GTX appealed this decision and in October 2000,  the Appeals Court  reversed the
lower court and affirmed the permit issuance.  The opposition parties have filed
applications for Supervisory  Writs with the Louisiana  Supreme Court, and these
applications  are  currently  pending.  It is  uncertain  whether GTX will begin
operation of the Marine Shale facility.

         The Company was one of the largest  customers of Marine  Shale.  In the
event  Marine  Shale does not operate,  the  potential  exists for an EPA action
requiring  cleanup of the Marine Shale site and the stockpiled  aggregate  under
CERCLA.  In this  event,  Safety-Kleen  Corp.  would  be  exposed  to  potential
financial  liability for remediation  costs as a potentially  responsible  party
under CERCLA.

         The Stock Purchase  Agreement  provides that Laidlaw Inc. and LTI shall
indemnify Safety-Kleen Corp. for environmental liability arising with respect to
the treatment of waste at the Marine Shale facility. The indemnification is only
to the extent that the aggregate case  expenditure  with respect to such damages
exceeds in the aggregate (i) $1 million during such year; and (ii) since May 15,
1997 an amount equal to the product of $1 million times the number of years that
have elapsed since May 15, 1997; however,  there shall be no indemnification for
any cash expenditures by Safety-Kleen  Corp.  incurred more than six years after
May 15, 1997. As of this filing, the Company has not incurred expenses for which
it would be entitled to indemnification under the Stock Purchase Agreement.  See
also the "Laidlaw  Inc.  Relationships" discussion in Item 13 of Part III of the
Company's Report on Form 10-K for the twelve months ended August 31, 2000.

LAMBTON HAZARDOUS WASTE LANDFILL, ONTARIO, CANADA

         On September 3, 1999, The Company's  Lambton  hazardous  waste landfill
facility in Ontario, Canada, discovered an upwelling of water and natural gas in
a  disposal  cell  designated  as  Sub-cell  3. While in the course of trying to
determine the source and cause of the upwelling, the


                                       17
<PAGE>


Company  informed the Ontario  Ministry of Environment and Energy ("MOE") of the
situation. On November 2, 1999, MOE issued a Field Order finding that the upward
migration  of water and methane gas onto the  landfill  cell floor  necessitated
that the  Company  not  utilize  the  newly  constructed  Sub-cell  3 for  waste
disposal.  On December  14, 1999 the MOE issued a second  Field Order  requiring
that  Sub-cell 4,  another  newly  constructed  cell,  not be utilized for waste
disposal after MOE officials  observed what they believed to be significant  gas
evolution  from the  bottom  of the  cell.  On  December  21,  1999  independent
technical  experts and Company  professionals  presented to MOE  testimony and a
report  addressing MOE concerns.  Following the hearing and  testimony,  the MOE
issued a third Field Order on December 24, 1999 revoking the two previous orders
and  allowing  the  utilization  of  Sub-cell  4 for  waste  disposal  under new
conditions  which  included  that,  (1) no waste in  Sub-cell 4 was to be placed
below an  elevation  of 182 meters  above mean sea level and (2) with respect to
Sub-cell 3 the Company was to provide a report for the  approval of the Director
of the MOE which would provide the plan for  identifying  potential areas of gas
and water venting,  the proposed  measures to remediate all areas identified and
further steps to protect the integrity of the sub-cell.  In accordance  with the
third Field Order,  the Company  submitted a report to the MOE in February  2000
outlining its plan for present and future site activities. The MOE has issued an
Order  approving  the  remediation   plan.  The  Order  requires  that  physical
remediation  begin in Spring 2002, with full  implementation  of the plan by the
end of Calendar  Year 2001.  The future  utilization  of the landfill  cells may
depend upon the successful implementation of the remediation plan.

RAYGAR ENVIRONMENTAL SYSTEMS INTERNATIONAL LITIGATION

         On August 7, 2000, RayGar  Environmental  Systems  International,  Inc.
filed its First Amended Complaint in the United States District for the Southern
District of  Mississippi,  Hattiesburg  Division,  Civil Action No.  2:9CV376PG,
against Laidlaw,  Inc., Laidlaw  Investments,  Ltd., LTI, Laidlaw  Environmental
Services, Inc. (now Safety-Kleen Corp.), LES, Inc. (a wholly owned subsidiary of
the Company now known as Safety-Kleen  Services,  Inc.),  Laidlaw  Environmental
Services  (US),  Inc.  (a wholly  owned  subsidiary  of the Company now known as
Safety-Kleen (US), Inc.), Laidlaw OSCO Holdings, Inc. (a wholly owned subsidiary
of  the  Company  now  known  as  Safety-Kleen  OSCO  Holdings,  Inc.),  Laidlaw
International,  and  Safety-Kleen  Corp.  alleging  that (1) all the  Defendants
except   Safety-Kleen   Corp.  engaged  in  a  monopoly,   attempted   monopoly,
combination,  or  conspiracy  to  monopolize  in  violation  of the Sherman Act,
Section 2 of Title 15 of the United States Code,  (2) the  defendants  willfully
and  recklessly  disregarded  their  duties and  obligations  under an agreement
between RayGar and Laidlaw OSCO Holdings,  Inc. (now Safety-Kleen OSCO Holdings,
Inc.), (3) the defendants tortiously breached their contractual  agreements with
RayGar,  (4) the defendants  breached  fiduciary duties owed to RayGar,  (5) the
defendants  breached the duty of good faith and fair  dealing  implied by law in
the  execution  and  performance  of  agreements  between the  parties;  (6) the
defendants  breached  duties of confidential  relations owed to RayGar,  (7) the
defendants unlawfully usurped RayGar's corporate opportunity, (8) the defendants
made negligent  misrepresentations to RayGar, (9) the defendants made fraudulent
misrepresentations  to RayGar,  (10) the defendants engaged in  anti-competitive
practices  in  violation  of the  laws of the  United  States  and  the  laws of
Mississippi,  (11) the defendants and others conspired  together in restraint of
trading  against  RayGar,   (12)  the  defendants   tortiously  and  maliciously
interfered  with  contractual  relations  between  RayGar  and  its  contracting
parties,  (13) the defendants  tortiously and  maliciously  interfered  with the
prospective contractual relationships between RayGar and its


                                       18
<PAGE>


contracting parties, (14) the defendants  tortiously and maliciously  interfered
with RayGar's prospective business relationships,  (15) the defendants committed
fraud,  (16) the  defendants  abused  their  superior  economic  bargaining  and
political  power  and  influence  to the  detriment  of  RayGar,  and  (17)  the
defendants'  conduct was  willful,  reckless,  in bad faith,  and in such gross,
careless,  indifferent, and reckless disregard of the right of RayGar to entitle
RayGar to an award of punitive  damages.  RayGar seeks all of the damages it has
allegedly  sustained  as a result of the  defendants'  alleged  violation of the
Sherman Act, a trebling of all damages pursuant to Section 15 of Title 15 of the
United States Code, interest, costs, attorney fees, and such other relief as the
Court  deems  appropriate,  but in an amount of not less  than $450  million  in
actual compensatory damages and not less than $900 million for punitive damages.

         The dispute arises from an unsuccessful effort pursuant to an agreement
between RayGar and Safety-Kleen  OSCO Holdings,  Inc. to obtain RCRA and related
permits for the  operation of a  wastewater  treatment  facility in  Pascagoula,
Mississippi.  This  lawsuit is in the very early  stages of  discovery.  Laidlaw
Inc.,  Laidlaw  Investments,  Ltd., LTI and Laidlaw  International  have filed a
motion to  dismiss  the  Complaint  for lack of  personal  jurisdiction  and for
failure to state a claim upon which  relief can be  granted.  The action has not
proceeded  against the Company and its  subsidiaries  due to the filing of their
Chapter 11 bankruptcy petitions on June 9, 2000.

FEDERATED HOLDINGS, INC. LITIGATION

         On November 6, 2000,  Federated  Holdings,  Inc.  (FHI) filed a lawsuit
against Laidlaw,  Inc., Laidlaw  Investments,  Ltd., LTI, Laidlaw  Environmental
Services, Inc. (now Safety-Kleen Corp.), LES, Inc. (a wholly owned subsidiary of
the Company now known as Safety-Kleen  Services,  Inc. and successor in interest
to Laidlaw  Environmental  Services (US), Inc.), Laidlaw OSCO Holdings,  Inc. (a
wholly owned subsidiary of the Company now known as Safety-Kleen  OSCO Holdings,
Inc.),  Laidlaw  International,  and  Safety-Kleen  Corp.  in the United  States
District Court for the Southern District of Mississippi,  Hattiesburg  Division,
Civil  Action  No.  2:00CV286  alleging  that the  defendants  (1)  engaged in a
monopoly,  attempted  monopoly,  combination,  or  conspiracy  to  monopolize in
violation of the Sherman Act,  Section 2 of Title 15 of the United  States Code,
(2) willfully and recklessly  disregarded  their duties and obligations under an
agreement  between FHI and Laidlaw OSCO Holdings,  Inc. (now  Safety-Kleen  OSCO
Holdings,  Inc.), (3) tortiously breached their contractual agreements with FHI,
(4) breached  fiduciary  duties owed to FHI, (5) breached the duty of good faith
and fair dealing  implied by law in the execution and  performance of agreements
between the parties, (6) breached duties of confidential  relations owed to FHI,
(7)  unlawfully  usurped  FHI's  corporate   opportunity,   (8)  made  negligent
misrepresentations to FHI, (9) the defendants made fraudulent misrepresentations
to FHI, (10) engaged in  anti-competitive  practices in violation of the laws of
the  United  States  and the  laws of  Mississippi,  (11) and  others  conspired
together in restraint of trade  against FHI,  (12)  tortiously  and  maliciously
interfered with contractual  relations between FHI and its contracting  parties,
(13)  tortiously and maliciously  interfered  with the  prospective  contractual
relationships  between FHI and its  contracting  parties,  (14)  tortiously  and
maliciously  interfered  with FHI's  prospective  business  relationships,  (15)
committed fraud,  (16) abused their superior  economic  bargaining and political
power and  influence  to the  detriment  of FHI,  and (17)  conduct was willful,
reckless, in bad faith, and in such gross, careless,  indifferent,  and reckless
disregard  of the right of FHI to entitle FHI to an award of  punitive  damages.
FHI seeks all of the damages it


                                       19
<PAGE>


has allegedly  sustained as a result of the Defendants' alleged violation of the
Sherman Act, a trebling of all damages pursuant to Section 15 of Title 15 of the
United States Code, interest, costs, attorney fees, and such other relief as the
Court  deems  appropriate,  but in an amount of not less  than $200  million  in
actual compensatory damages and not less than $250 million for punitive damages.

         The dispute arises from an unsuccessful effort pursuant to an agreement
between FHI and a Company  subsidiary to obtain RCRA and related permits for the
operation of a hazardous  waste landfill in Noxubee  County,  Mississippi.  This
lawsuit  is in the  very  early  stages  of  discovery.  Laidlaw  Inc.,  Laidlaw
Investments,  Ltd., LTI and Laidlaw International have filed a motion to dismiss
the Complaint for lack of personal jurisdiction and for failure to state a claim
upon which  relief can be  granted.  The action has not  proceeded  against  the
Company and its  subsidiaries  due to the filing of their  Chapter 11 bankruptcy
petitions on June 9, 2000.

CITY OF BREMERTON TAX CLAIM

         In the case  initiated  on  September  22, 1997 and  captioned  CITY OF
BREMERTON  V. LAIDLAW  ENVIRONMENTAL  SERVICES  (GS),  INC.  (SUPERIOR  COURT OF
WASHINGTON - KITSAP COUNTY CASE NUMBER 972027308),  the Company's subsidiary was
sued by the City of Bremerton (the "City"), a Washington municipal  corporation.
The City seeks in excess of $5  million  in  business  and  occupational  taxes,
interest and  penalties  for three  projects  completed at the Puget Sound Naval
Base during the period May 1993 through May 1995.  The Company has  consistently
taken the position that the  imposition of a tax by the City in excess of 20% of
gross  income  on  projects   completed  within  the  City's   jurisdiction  was
inappropriate and contrary to Washington statutory  requirements.  The Company's
position is that, even if the tax is constitutional,  the rate cannot exceed .2%
of gross  income.  As of this  filing,  the City had not sought  relief from the
Bankruptcy  Court to lift the  automatic  stay in order  to  proceed  with  this
action.

ALLWASTE/RUBICON SPILL

          The  Company  (then  known as Rollins  Environmental  Services,  Inc.)
contracted with Rubicon,  Inc. for removal of waste from a Rubicon Inc. site and
disposal at the Company's Deer Park, Texas  incineration  facility.  The Company
subcontracted  the waste  hauling to Allwaste  Environmental  Services of Texas,
Inc.  ("Allwaste")  after the Company had processed  the material.  On March 26,
1997,  an  accident  occurred  on  I-10  near  Lake  Charles,  Louisiana  during
Allwaste's  transportation of the Rubicon material. The accident resulted in the
spillage of a  significant  quantity  of the waste  material  onto the  roadway.
Allwaste  contends  that it was the  processing  of the cargo  that  caused  the
accident.  A large number of people subsequently claimed to have suffered injury
as a result of exposure to the  material.  Sixteen  lawsuits  have been filed by
persons claiming to sustain injuries in connection with the waste spill.

         A subsidiary  of the Company has only been named as a direct  defendant
in one lawsuit filed by persons claiming to have been injured in connection with
the  spill.  This  lawsuit  is  captioned  DESHAN  JOSEPH,  ET  AL  V.  ALLWASTE
ENVIRONMENTAL SERVICES, ET AL., Civil Action No. 97-21195, in the Civil District
Court for the Parish of Orleans, State of Louisiana. No specific monetary demand
has been made by the JOSEPH plaintiffs.


                                       20


<PAGE>



         In April 1998, the Company was named as a defendant in litigation filed
in Texas by Allwaste,  Reliance  National  Indemnity  Company and National Union
Fire Insurance  Company.  Claims were also made by Allwaste  against  Rubicon in
that  litigation.  This Texas  litigation  is captioned  ALLWASTE  ENVIRONMENTAL
SERVICES OF TEXAS, INC., ET AL V. LAIDLAW  ENVIRONMENTAL  SERVICES,  INC. F/K/A/
ROLLINS  ENVIRONMENTAL  SERVICES,  INC.,  ET AL,  No.  H98-1270,  United  States
District Court for the Southern  District of Texas,  Houston  Division.  In this
suit,  plaintiffs  assert that they are owed complete  indemnification  from the
Company or one or more of its subsidiaries for any damages that they must pay to
anyone as a result of the spill,  plus costs and  attorneys'  fees  incurred  in
defending  such claims.  Rubicon has made a similar  demand.  Plaintiffs  in the
Texas litigation have also asserted an entitlement to recover all costs incurred
in responding to and cleaning up the spill,  which allegedly are in excess of $5
million. In 1999, the litigation was stayed as a result of Allwaste's filing for
bankruptcy.  After  Allwaste's plan of  reorganization  was confirmed,  Allwaste
moved to have the stay lifted. The Company filed an opposition to the lifting of
the stay as a result of the Company's bankruptcy filing and, through the present
time,  the district court has not chosen to rule that the stay should be lifted.
Also, Allwaste filed a motion in the Company's Chapter 11 Bankruptcy  proceeding
to have the automatic stay lifted. This motion was denied. Allwaste subsequently
asked the District  Court to again lift its  administrative  stay,  this time to
allow it to pursue its claim solely  against  Rubicon.  The District  Court also
denied this motion.

FRANKLINVILLE, N.J. SITE REMEDIATION

         This lawsuit was  originally  instituted by the  plaintiffs in October,
1991. Safety-Kleen  (Bridgeport),  Inc., formerly known as Rollins Environmental
Services (NJ), Inc. ("Bridgeport") was first named in plaintiffs' Second Amended
Complaint  filed on September 21, 1994. The case is captioned  CHARLES T. NEVINS
ET AL. V. PROGRESSIVES  FUEL OIL ET AL.,  INCLUDING  SAFETY-KLEEN  (BRIDGEPORT),
INC. The case is pending in Superior  Court of New Jersey,  Chancery  Division /
General Equity:  C-107-91.  The complaint alleges that Bridgeport along with the
other  non-insurance  defendants,  is responsible  for the cost of remediating a
former  storage  tank farm in  Franklinville,  New Jersey found to have soil and
groundwater contamination. The plaintiffs also sued their insurers for insurance
coverage.  The lawsuit alleges that Bridgeport leased tanks for storage of waste
materials at the site and seeks unspecified  compensatory  damages to assess and
remediate  contamination,  including PCB  contamination,  on the  property.  The
plaintiffs'  retained  experts have estimated  potential  cleanup costs to be $5
million.  Before  Bridgeport  filed for  bankruptcy  protection,  the plaintiffs
indicated  an interest in having the Company  provide  in-kind  hazardous  waste
cleanup  and  disposal  services  in lieu of or  possibly  in  addition  to cash
payments to settle the case. The Company's  experts have submitted a remediation
plan  with a total  cost  of  less  than $1  million.  As of  this  filing,  the
plaintiffs had not sought relief from the Bankruptcy Court to lift the automatic
stay and proceed with its claim.  In the meantime  the  plaintiffs  are pursuing
their claim  against  their  insurance  companies.  Trial  against the insurance
carriers is scheduled  for the Spring of 2001  although the trial may be delayed
because of several motions in the case that remain to be decided.


                                       21
<PAGE>


MCDONNELL DOUGLAS CORPORATION INDEMNIFICATION DEMAND

         On October 5, 1999, a Company customer,  McDonnell Douglas  Corporation
("MDC"),  brought  suit  against  the  Company  demanding  indemnity  related to
liabilities it incurred at the Operating  Industries,  Inc.  Superfund Site (the
"OII Site") and the Casmalia  Superfund Site (the "Casmalia  Site").  Allegedly,
the predecessor to a Company subsidiary transported certain MDC waste to the OII
Site and to the Casmalia Site for disposal.  MDC is one of the largest generator
potentially  responsible  parties  ("PRP")  and a party to a series  of  partial
consent  decrees  with the EPA.  MDC claims  that the  Company is liable for the
costs MDC has paid pursuant to those  consent  decrees and for amounts it may be
obligated  to pay with  respect  to the final  remediation  of the OII Site.  On
September 30, 1991,  MDC made a demand of $11 million in costs it alleged it had
incurred  and would incur at the OII Site.  This  lawsuit  captioned:  MCDONNELL
DOUGLAS  CORPORATION V. OIL PROCESS CO. ET AL. United States  District Court for
the Central District of California, Case Number 99-10159WMB. MDC and the Company
have stipulated to the lifting of the bankruptcy stay.

BAYOU SORREL LITIGATION

         In 1996,  a lawsuit  was  filed in the  federal  court in Baton  Rouge,
Louisiana,  under the  caption  CARLETON  GENE  RINEHEART  ET AL. V.  CIBA-GEIGY
CORPORATION, ET AL, U.S. DISTRICT COURT FOR THE MIDDLE DISTRICT OF LOUISIANA, CA
#96-517,  SECTION  B(2). In October 1999, a  substantially  similar  lawsuit was
filed in state court in Lafayette Parish, Louisiana, under the caption of BRYSON
ADAMS, ET AL. V. ENVIRONMENTAL  PURIFICATION  ADVANCEMENT  CORPORATION,  ET AL.,
Civil Action No. 994879, Fifteenth Judicial District Court, Parish of Lafayette,
State of Louisiana.  In December 2000,  these two cases were  consolidated  with
ADAMS designated as the lead case. In this consolidated  litigation,  plaintiffs
are suing for alleged  personal injury and/or property damage arising out of the
operation of certain waste  disposal  facilities  near Bayou Sorrel,  Louisiana.
There are  presently in excess of 300  plaintiffs  and over 80 defendants in the
ADAMS case.

         A Company  subsidiary is named as the owner and operator of a hazardous
waste injection well in Bayou Sorrel,  Louisiana. A different Company subsidiary
is also  involved as a defendant  for its alleged role as a person who generated
and arranged for disposal or treatment at certain of the disposal  facilities in
question.  It is alleged that the Company was the operator of the injection well
in question  from 1974  through the  present.  There is the  potential  that the
customers of the injection well, who are also defendants, may assert a claim for
indemnification against the Company.

         The action was  removed to the  United  States  District  Court for the
Western  District of Louisiana,  where it bears the caption BRYSON ADAMS, ET AL.
V. ENVIRONMENTAL PURIFICATION ADVANCEMENT CORPORATION,  ET AL., Civil Action No.
99-1998, U.S.D.C., Western District of Louisiana,  Lafayette-Opelousas Division.
No substantive  discovery commenced prior to the Company's filing of its Chapter
11 bankruptcy  petition.  On March 13, 2001, a status conference was held in the
consolidated  matters.  The Judge  ordered both  plaintiffs  and  defendants  to
produce  any  evidence  in their  possession  of  migration  from  the  disposal
facilities  by July 13,  2001,  and a trial date was set for November 3, 2003. A
follow-up  status  conference  will be held on July 20,  2001 to complete a Case
Management  Order.  The automatic stay provisions of the Bankruptcy Code protect
the  Company  subsidiaries  from  responding  to the latest  round of  discovery
requirements.


                                       22


FRIENDS OF THE EARTH LITIGATION

         FRIENDS OF THE EARTH  INC.  AND  CITIZENS  LOCAL  ENVIRONMENTAL  ACTION
NETWORK,  INC. V. LAIDLAW  ENVIRONMENTAL  SERVICES (TOC),  INC. Federal District
Court, District of South Carolina,  Federal Court Civil Action No. 3:92-1697-17.
On July 2, 1992 the Plaintiff groups filed a citizen suit under Clean Water Act,
Section 1251 ET seq. of Title 33 of the United States Code,  seeking  injunctive
relief,  declaratory judgment, civil penalties,  costs, and attorney and witness
fees, alleging various violations of the facility's NPDES permit. On January 22,
1997,  the  District  Court  issued an order  imposing a civil  penalty upon the
facility in the amount of $405,800.  The  facility  appealed the decision to the
Fourth  Circuit  Court of Appeals  contending  that the  District  Court  lacked
jurisdiction  due to the existence of a state court  proceeding  concerning  the
same matter. The plaintiffs also appealed contending that the penalty imposed is
insufficient  because the economic benefit of  noncompliance  was not adequately
factored  into the  penalty.  In July 1998,  the Court of Appeals  reversed  the
District Court and vacated the District Court judgment upon the grounds that the
plaintiffs  claims were moot inasmuch as the sole remedy  available  (payment of
penalties to the U.S. Treasury) would not redress their alleged injuries. In the
spring of 1999, the United States Supreme Court granted a Writ of Certiorari and
oral  arguments  were heard in October  1999.  The Supreme  Court  reversed  the
decision of the Court of Appeals and remanded  the case for further  proceedings
in the District  Court.  The Plaintiffs are seeking  attorneys fees and costs in
excess of $2 million in  addition  to any  penalty  ultimately  assessed  by the
court.  As of this  filing,  the  plaintiffs  had not  sought  relief  from  the
Bankruptcy Court to lift the automatic stay and proceed with their claim.

SEMNANI ROYALTY DISPUTE

         Plaintiff  filed suit  captioned  KOSHROW B.  SEMNANI,  D/B/A S.K. HART
ENGINEERING  V. UNITED  STATES  POLLUTION  CONTROL INC. AND USPCI,  INC.  United
States District Court,  District of Utah, Central Division,  No. 2:95 CV 638S on
July 15, 1995,  asserting  breach of contract and breach of the implied covenant
of good faith and fair dealing,  and tortious  interference with the obligations
of  contracts  in regards to a 1981  written  agreement  and various  amendments
thereto  between the  Plaintiff  and  certain  Company  subsidiaries.  Plaintiff
alleges that pursuant to this agreement,  plaintiff was to sell certain property
to  a  Company  subsidiary  and  provide  services   regarding   permitting  and
development of the Company's Grassy Mountain  facility and in consideration  for
which plaintiff was to receive  royalties  based upon gross revenues.  Plaintiff
asserts that the Defendant  breached the agreements and claims resulting damages
in excess of $24 million.  Company denies liability and has vigorously contested
claims in this legal proceeding.

         The  Plaintiff  sought  relief  from the  Bankruptcy  Court to lift the
automatic stay and the motion was denied.

BOOTH OIL SUPERFUND SITE

         An action captioned BOOTH OIL SITE ADMINISTRATIVE GROUP V. SAFETY-KLEEN
CORP. ET AL. United States  District  Court - Western  District of New York Case
No.:  98-CV-0696(A)(F) was commenced against a Company subsidiary on December 9,
1998, by the Booth Oil PRP group,


                                       23
<PAGE>


         demanding  contribution  under CERCLA in excess of $8 million for costs
incurred in remediating the Booth Oil Superfund Site. The complaint alleges that
the subsidiary is the  successor-in-interest  to the  owner/operator of the site
and is therefore liable for the majority of the clean-up and response costs. The
Company denies any liability  associated with the site. A  co-defendant,  who is
also a former  officer of the  Company,  has  demanded  indemnification  for any
liability that he may incur as a result of this lawsuit.  At March 23, 2001, the
plaintiff had not sought relief from the Bankruptcy  Court to lift the automatic
stay and proceed with its claim.

HUDSON COUNTY IMPROVEMENT AUTHORITY LITIGATION

         In July 1999, Hudson County  Improvement  Authority ("HCIA") filed suit
in the Superior  Court,  Hudson County,  New Jersey against SK Services  (East),
L.C.  ("SK  Services  East") (an  indirect  wholly  owned  Company  subsidiary),
Safety-Kleen Corp., American Home Assurance Company, and Hackensack  Meadowlands
Development  Commission.  An Amended  Complaint was filed on August 18, 1999, in
which HCIA sought damages and injunctive relief evicting SK Services East from a
175 acre site in Kearny,  NJ owned by HCIA.  SK Services East had been using the
site  pursuant  to an  Agreement  and Lease dated as of February 2, 1997 for the
processing and disposal of processed dredge material.  HCIA alleged that certain
conditions  precedent to SK Services East's right to continue  operations at the
site  had  not  occurred,   that  as  a  result  the  Agreement  and  Lease  had
automatically  terminated,  that SK Services  East owed HCIA some $11 million in
back rent, and that SK Services East was obligated to finish the  remediation of
the site and its  preparation  for  development  as a  commercial  property.  In
January 2000,  the Court granted HCIA summary  judgment on its motion to declare
the  Agreement  and  Lease  null  and  void as a result  of the  failure  of the
conditions  precedent.  This  ruling  effectively  terminated  the  relationship
between SK Services East and HCIA leaving only the issue of the determination of
the  rights  and  responsibilities  of  the  parties  in  the  unwinding  of the
relationship.  In May 2000,  HCIA filed for  summary  judgment  seeking an order
declaring  that SK Services East is obligated to complete all measures  required
under the Remedial Action Work Plan for the site. SK Services East filed a brief
opposing the motion.  In June 2000, HCIA withdrew its pending  motion,  with the
Court's understanding that the motion could be re-filed if the automatic stay in
connection  with the  Company's  Chapter  11  bankruptcy  protection  is lifted.
Although  HCIA  has not  sought  relief  from the  Bankruptcy  Court to lift the
automatic  stay, by letter to the Company's  bankruptcy  counsel dated March 20,
2001,  counsel for HCIA requested  that the Company  stipulate to the lifting of
the automatic stay.

CREAMER INVESTMENTS, INC. VS. SAFETY-KLEEN SERVICES, INC. AND JOHN G. MCGREGOR

         On the March 19, 1999,  Company  Subsidiaries,  Safety-Kleen  Services,
Inc.  and   Safety-Kleen   (Delaware),   Inc.   (collectively   referred  to  as
"Purchaser"), entered a purchase agreement with RACT, Inc., now known as Creamer
Investments,  Inc., and Steve Creamer (collectively  referred to as "Seller") to
purchase Seller's interest in the following business  ventures:  (1) SK Services
(East),  L.C.,  (2) SK Services,  L.C.,  (3) Maquilla  Waste  Services,  and (4)
remaining assets and liabilities of ECDC Environmental Services, L.C.

                                       24
<PAGE>


         The total  purchase  price to be paid by the  Purchaser was $3 million,
payable $1 million in cash at the  closing and $2 million by a  promissory  note
("Promissory  Note")  payable  to  Creamer   Investments,   Inc.  in  two  equal
installments  of $1 million on March 19,  2000 and $1 million on March 19,  2001
bearing  interest  payable  quarterly at the Toronto  Dominion prime rate on the
principal balance outstanding from time to time.

         Purchaser  failed to make the $1  million  installment  payment  due on
March 19, 2000. On April 12, 2000 the Seller and Purchaser  entered an agreement
modifying the payment of the balance due under the Promissory Note.

         Purchaser  failed to make the first  installment  payment due under the
modified  payment  schedule and  thereafter,  on or about June 6, 2000,  Creamer
Investments,  Inc.,  instituted legal action in the United States District Court
for the District of South Carolina,  Columbia Division,  C.A. No.  3:00-1561-19,
praying for judgment  against  Safety-Kleen  Services,  Inc.  and the  Company's
interim Chief Financial Officer, John G. McGregor, as follows: (1) in the amount
of $1.9  million as actual  damages on breach of  contract,  (2) an  unspecified
amount as  damages  for  negligent  misrepresentation,  fraud and  breach of the
implied covenant of good faith and fair dealing, (3) interest on the unpaid sums
due to Seller at the rate  contemplated  by the Promissory  Note, (4) attorneys'
fees, and (5) an unspecified  amount in punitive  damages.  Purchaser  filed for
protection under Chapter 11 of the Bankruptcy Code on June 9, 2000 and the legal
action with respect to Safety-Kleen  Services,  Inc. was stayed and continues in
that status.

HUGHES BROS., INC. AND HUGHES BARGE LINES, LLC CONTRACT CLAIMS

         In connection with its harbor dredging  operations,  the Company or its
subsidiary  entered  certain  barge lease and  guarantee  agreements  with or on
behalf of Hughes  Brothers,  Inc. and/or Hughes Barge Lines,  LLC  (collectively
referred to as the "Hughes  Entities").  After the Company filed for  protection
under Chapter 11 of the Bankruptcy Code,  certain of these leases and guarantees
were rejected pursuant 11 U.S.C.  ss.365.  As a result of these  rejections,  on
October 30, 2000, the Hughes Entities filed multiple proofs of claim for damages
resulting  from breach of the lease and  guarantee  agreements  in the Company's
Chapter 11 bankruptcy  proceeding in the United States  Bankruptcy Court for the
District of Delaware. These claims in the aggregate exceed $5,000,000.

3-E COMPANY AND KRAUS-WARD GROUP CONTRACT CLAIMS

         The Company's subsidiary,  3-E Company,  Environmental,  Ecological and
Engineering  ("3-E") provides  emergency,  safety and informational  services to
many of the  Company's  customers.  On May 22, 1996,  the  Company's  subsidiary
acquired a controlling  interest in 3-E pursuant to a Stock  Purchase  Agreement
(the "Agreement") with the previous owners (hereinafter collectively referred to
as the "Kraus-Ward Group").  Under the Agreement and the Shareholders  Agreement
dated May 22, 1996, as amended,  certain  payments were due the Kraus-Ward Group
on January 1, 2001.  The Company's  Chapter 11 filing  prevented  these payments
from being made by the Company's subsidiary. On October 25, 2000, the Kraus-Ward
Group filed  multiple  proofs of claim in the  Company's  Chapter 11  bankruptcy
proceeding in the United States  Bankruptcy  Court for the District of Delaware,
which total approximately $1,385,000.


                                       25
<PAGE>


ECDC ENVIRONMENTAL, L.C. CLAIM

         Certain  subsidiaries  of the Company entered into a long term contract
(the "4070 Contract") with General Motors  Corporation  ("GM") to manage certain
GM waste  products.  One  requirement  of the 4070  Contract  was to  provide  a
dedicated  cell for GM  waste  products  at a  landfill  facility  owned by ECDC
Environmental,  L.C. ("ECDC"), which was then a Company subsidiary.  In November
1997,  the Company  sold its  interest in ECDC to an  affiliate  of Allied Waste
Industries,  Inc.  Pursuant to the sale, ECDC, the Company,  and certain Company
subsidiaries  entered the GM Waste Disposal  Agreement (the "WDA") governing the
obligations of the parties with respect to the continued  management of GM waste
in the dedicated cell at the ECDC landfill.

         By letter dated May 15,  2000,  the Company was notified of GM's intent
to terminate the 4070 Contract for default,  effective  December 31, 2000. Under
the WDA, default by the Company and/or its subsidiaries  under the 4070 Contract
would have obligated the Company and/or its affected subsidiaries to pay certain
costs, rebates and damages to ECDC in accordance with the terms of the WDA.

         As more  thoroughly  discussed  in Part II,  Item 1 Legal  Proceedings,
"Chapter 11 Filing",  the Company and certain of its wholly owned  subsidiaries,
including  those  subsidiaries  which were parties to the 4070  Contract and the
WDA,  filed  for  protection  under  Chapter  11  of  the  Bankruptcy  Code.  In
anticipation of the Company's  rejection of the 4070 Contract pursuant 11 U.S.C.
ss.365,  on October 30, 2000,  ECDC filed a claim for not less than  $11,027,600
plus other and unspecified  additional  damages for Company's breach of the 4070
and WDA  contracts.  The United  States  Bankruptcy  Court for the  District  of
Delaware  granted the motion by the  Company  and  certain of its  subsidiaries,
which were  parties to the 4070  Contract  and the WDA,  to reject both the 4070
Contract and the WDA, effective December 1, 2000.

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.

(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.


                                       26

+
(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 quarter 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 (USA) Inc., The


                                       27
<PAGE>



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 quarter 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
quarter 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 quarter
ended May 31, 2000 and incorporated herein by reference.

(4)(m) Amended and Restated  $100,000,000  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  and The CIT  Group/Business  Credit,  Inc. as Collateral  Agent and
Underwriter  Initially dated as of June 11, 2000 Amended and Restated as of July
19, 2000 Company filed as Exhibit (4)(m) to the  Registrant's  Form 10-K for the
year ended August 31, 2000 and incorporated herein by reference.

(4)(n)  First  Amendment,  dated as of October  31,  2000,  to the  Amended  and
Restated  $100,000,000  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 and The
CIT Group/Business  Credit,  Inc. as Collateral Agent and Underwriter  Initially
dated as of June 11, 2000  Amended and  Restated as of July 19,  2000,  filed as
Exhibit (4)(n) to the Registrant's  Form 10-Q for the quarter ended November 30,
2000 and incorporated herein by reference.

(4)(o)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.


                                       28


(4)(p)  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)(q)  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  quarter  ended May 31,  1997 and  incorporated
herein by reference.

(4)(r) 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  quarter  ended  May 31,  1997 and
incorporated herein by reference.

(4)(s)  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  quarter  ended  May  31,  1997  and
incorporated herein by reference.

(4)(t) 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 quarter
ended May 31, 1997 and incorporated herein by reference.

(4)(u)  Promissory Note dated May 15, 1997 for  $60,000,000  from the Company to
Westinghouse  Electric  Corporation,  filed as Exhibit 4(n) to the  Registrant's
Form  10-Q for the  quarter  ended  May 31,  1997  and  incorporated  herein  by
reference.

(4)(v) 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)(r))  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)(w)  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)(s))   from  Company  to   Westinghouse   Electric
Corporation),  filed  as  Exhibit  4(o) to the  Registrant's  Form  10-Q for the
quarter ended May 31, 1997 and incorporated herein by reference.

(4)(x)  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)(y) 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.


                                       29
<PAGE>


(4)(z) 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)(aa) 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 Commission 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.

(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 quarter ended May 31, 1997 and incorporated
herein by reference.

(10)(d)  Agreement for the sale and purchase of shares and loan stock hold 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 quarter ended May
31, 2000 and incorporated herein by reference.

(10)(g)  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 quarter ended  November 30, 1999 and
incorporated herein by reference.


                                       30
<PAGE>


(10)(i)  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 quarter 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)  Executive  Bonus Plan for fiscal  year 2000 filed as  Appendix C to the
Definitive  Proxy  Statement  on Form DEF 14A  filed  on  October  29,  1999 and
incorporated herein by reference.

(10)(m) Company's U.S.  Supplemental  Executive Retirement Plan filed as Exhibit
10(g) to the  Company's  Form 10-Q for the quarter  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  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)(p) 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)(q) 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.

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

(10)(s)  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)(t)  Executive  Retention Plan filed as Exhibit (10)(t) to the  Registrant's
Form  10-K  for the year  ended  August  31,  2000 and  incorporated  herein  by
reference.

(10)(u)  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.


                                       31
<PAGE>


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

(10)(w)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)(x) Letter  Agreement dated March 16, 2000 between Jay Alix & Associates and
the Company filed as Exhibit  (10)(x) to the Company's Form 10-Q for the quarter
ended May 31, 2000 and incorporated herein by reference.

(10)(y) 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.

(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  Company  filed as  Exhibit  (99.1) to the
Registrant's  Form 10-K for the year  ended  August  31,  2000 and  incorporated
herein by reference.

(b)     Reports on Form 8-K.

       i. The Company  filed a Current  Report on Form 8-K on December  11, 2000
       which  contained  Item 5  related  to a  press  release  announcing  that
       Safety-Kleen had reached an agreement with Indian Harbor Insurance Co. to
       provide  approximately  $143 million worth of closure,  post-closure  and
       corrective action financial assurance for Safety-Kleen facilities.

       ii. The  Company  filed a Current  Report on Form 8-K on February 2, 2001
       which  contained  Item 5 related to three press releases the cessation of
       operations at the Company's Hilliard, Ohio Wastewater Treatment Facility,
       the Company's  change in operations at its  Coffeyville,  Kansas facility
       and the  closure of the  Company's  Bridgeport,  New Jersey  incineration
       facility.


                                       32


<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 16, 2001          SAFETY-KLEEN CORP.
                              ------------------
                                  (Registrant)


                                   /s/ Henry H. Taylor
                                 --------------------------------------------
                                 Henry H. Taylor
                                 Senior Vice President, General Counsel and
                                 Secretary


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


<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.

(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 quarter
          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.


                                       34
<PAGE>


(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 quarter  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  quarter  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,


                                       35
<PAGE>


          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 quarter ended May
          31, 2000 and incorporated herein by reference.

(4)(m)    Amended  and  Restated   $100,000,000   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   and   The   CIT
          Group/Business  Credit,  Inc.  as  Collateral  Agent  and  Underwriter
          Initially  dated as of June 11, 2000  Amended and  Restated as of July
          19, 2000 Company filed as Exhibit (4)(m) to the Registrant's Form 10-K
          for the  year  ended  August  31,  2000  and  incorporated  herein  by
          reference.

(4)(n)    First  Amendment,  dated as of October  31,  2000,  to the Amended and
          Restated  $100,000,000  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  and  The  CIT  Group/Business
          Credit, Inc. as Collateral Agent and Underwriter Initially dated as of
          June 11, 2000  Amended  and  Restated  as of July 19,  2000,  filed as
          Exhibit  (4)(n) to the  Registrant's  Form 10-Q for the quarter  ended
          November 30, 2000 and incorporated herein by reference.

(4)(o)    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.

(4)(p)    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)(q)    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 quarter ended May 31, 1997 and
          incorporated herein by reference.

(4)(r)    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 quarter
          ended May 31, 1997 and incorporated herein by reference.


                                       36
<PAGE>


(4)(s)    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 quarter  ended
          May 31, 1997 and incorporated herein by reference.

(4)(t)    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  quarter  ended  May 31,  1997  and
          incorporated herein by reference.

(4)(u)    Promissory Note dated May 15, 1997 for $60,000,000 from the Company to
          Westinghouse  Electric  Corporation,  filed  as  Exhibit  4(n)  to the
          Registrant's  Form  10-Q  for  the  quarter  ended  May 31,  1997  and
          incorporated herein by reference.

(4)(v)    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)(r)) 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)(w)    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)(s))  from  Company  to  Westinghouse
          Electric Corporation),  filed as Exhibit 4(o) to the Registrant's Form
          10-Q for the  quarter  ended May 31, 1997 and  incorporated  herein by
          reference.

(4)(x)    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)(y)    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)(z)    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)(aa)   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
          Commission 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.


                                       37
<PAGE>

(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 quarter
          ended May 31, 1997 and incorporated herein by reference.

(10)(d)   Agreement  for the sale and  purchase of shares and loan stock hold 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 quarter
          ended May 31, 2000 and incorporated herein by reference.

(10)(g)   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 quarter ended November 30,
          1999 and incorporated herein by reference.

(10)(i)   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  quarter  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)   Executive  Bonus Plan for fiscal  year 2000 filed as Appendix C to the
          Definitive  Proxy  Statement on Form DEF 14A filed on October 29, 1999
          and incorporated herein by reference.


                                       38
<PAGE>


(10)(m)   Company's U.S. Supplemental Executive Retirement Plan filed as Exhibit
          10(g) to the Company's  Form 10-Q for the quarter  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  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)(p)   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)(q)   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.

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

(10)(s)   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)(t)   Executive  Retention Plan filed as Exhibit (10)(t) to the Registrant's
          Form 10-K for the year ended August 31, 2000 and  incorporated  herein
          by reference.

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

(10)(w)   KeyManager 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)(x)   Letter  Agreement  dated March 16, 2000  between Jay Alix & Associates
          and the Company filed as Exhibit  (10)(x) to the  Company's  Form 10-Q
          for the  quarter  ended  May  31,  2000  and  incorporated  herein  by
          reference.

(10)(y)   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.


                                       39
<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 Company filed as Exhibit
          (99.1) to the  Registrant's  Form 10-K for the year  ended  August 31,
          2000 and incorporated herein by reference.


                                       40
<PAGE>