SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A
                                Amendment No. 1

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996
                                       OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                to

                            Commission file number 0-22602

                          CONTINENTAL WASTE INDUSTRIES, INC.
                (Exact name of registrant as specified in its charter)

                  Delaware                           11-2909512
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)             Identification Number)

         67 Walnut Avenue, Suite 103
         Clark, New Jersey                              07066
         (Address of principal executive offices)    (Zip Code)

    Registrant's telephone number, including area code:  (908) 396-0018


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

                                    Yes X No

15,349,897  shares of Common Stock,  $0.0006 par value,  were  outstanding as of
November 5, 1996.

                                       -1-

<PAGE>


                       CONTINENTAL WASTE INDUSTRIES, INC.
                                AND SUBSIDIARIES


                                      INDEX




PART I.  FINANCIAL INFORMATION
                                                                    Page
Item 1.     Financial Statements (Unaudited):
            (Restated - See Note 1)

 Condensed Consolidated Balance Sheets as of
   September 30, 1996 and December 31, 1995...........................3


 Condensed Consolidated Statements of Income for
   Three Months Ended September 30, 1996 and 1995.....................4


 Condensed Consolidated Statements of Income for
   Nine Months Ended September 30, 1996 and 1995......................5


 Condensed Consolidated Statements of Cash Flows for
   Nine Months Ended September 30, 1996 and 1995......................6


 Notes to Condensed Consolidated Financial Statements.................7


Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations............14

PART II.  OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K.........................21



SIGNATURE............................................................24

                                       -2-

<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

               CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)

                                                   (Restated -     (Restated
                                                   See Note 1)     See Note 1)
                                                   September 30,   December 31,
                                                       1996           1995
                                                   -------------   ------------

                                      ASSETS
Current assets:
  Cash and cash equivalents....................   $   1,601,079   $   3,483,154
  Accounts receivable - net....................      11,881,059       8,169,121
  Other current assets.........................       3,871,616       2,835,588
                                                   ------------   -------------
Total current assets...........................      17,353,754      14,487,863
Landfill sites, property and equipment - net...     110,029,274      83,081,324
Excess cost over the fair value of net assets
     acquired - net............................      23,526,951      14,614,475
Other assets...................................      12,585,432      12,037,669
                                                   ------------   -------------
Total assets...................................    $163,495,411    $124,221,331
                                                   ============    ============
                                                   


                          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable and current maturities of
       long-term debt...........................  $   5,198,782   $   4,646,241
  Accounts payable..............................      3,089,624       2,543,768
  Other accrued liabilities.....................     11,945,405       9,287,339
                                                   ------------   -------------
Total current liabilities.......................     20,233,811      16,477,348
Long-term debt, less current maturities.........     45,096,996      20,774,991
Accrued landfill closure costs, less
       current portion..........................      7,369,475       6,748,474
Other long-term liabilities.....................     15,251,684       9,949,265
Stockholders' equity:
  Common stock, $.0006, authorized 40,000,000
       shares, 15,428,210 and 14,089,742 shares
       issued in 1996 and 1995, respectively....          9,257           8,454
  Additional paid-in capital....................     74,808,221      63,063,241
  Retained earnings.............................      1,198,066       7,671,657
  Treasury stock (79,375 common shares at cost).      (472,099)       (472,099)
                                                   ------------   -------------
Total stockholders' equity..................         75,543,445      70,271,253
                                                   ------------   -------------
Total liabilities and stockholders' equity..       $163,495,411    $124,221,331
                                                   ============   =============


                The accompanying notes to condensed consolidated
                  financial statements are an integral part of
                              these balance sheets.

                                       -3-

<PAGE>


               CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
                   Condensed Consolidated Statements of Income
                                   (Unaudited)

                                                         Three Months Ended
                                                            September 30,
                                                   -----------------------------
                                                                    (Restated -
                                                                    See Note 1)
                                                       1996              1995
                                                   ------------     ------------
Revenue........................................    $20,899,082       $12,964,500
Costs and expenses:
  Operating expenses...........................     18,027,449         5,974,828
  General and administrative expenses..........      3,377,587         2,085,693
  Depreciation and amortization................      3,045,930         1,807,220
  Special charge...............................      7,623,124                 -
                                                  ------------      ------------
Income (loss) from operations..................   (11,175,008)         3,096,759
                                                  ------------      ------------
Other income (expenses):
  Interest expense.............................    (1,166,738)         (913,875)
  Other, net...................................        779,672            72,653
                                                  ------------      ------------
    Other income (expenses), net...............      (387,066)         (841,222)
                                                  ------------      ------------
Income before income taxes.....................   (11,562,074)         2,255,537
(Provision) benefit for income taxes...........      1,946,029         (885,893)
                                                  ------------      ------------
Net income (loss)..............................   ($9,616,045)       $ 1,369,644
                                                  ============      ============
Earnings (loss) per share......................        ($0.63)             $0.12
                                                  ============      ============

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

                                       -4-

<PAGE>


               CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
                   Condensed Consolidated Statements of Income
                                   (Unaudited)





                                                  Nine Months Ended
                                                    September 30,
                                       -----------------------------------
                                                                (Restated -
                                                                See Note 1)
                                              1996                 1995
                                       -----------------    ---------------

Revenue............................         $53,708,980         $33,442,798
Costs and expenses:
  Operating expenses...............          36,049,688          15,351,100
  General and administrative expen.           7,489,697           5,586,128
  Depreciation and amortization....           8,080,115           4,566,201
  Special charge...................           7,623,124                   -
                                       -----------------    ---------------
Income (loss) from operations......         (5,533,644)           7,939,369
                                       -----------------    ---------------
Other income (expenses):
  Interest expense.................         (2,293,831)         (2,126,457)
  Other, net.......................          1,129,655            (13,005)
                                       -----------------    ---------------
    Other income (expenses), net...         (1,164,176)         (2,139,462)
                                       -----------------    ---------------
Income (loss) before income taxes .         (6,697,820)           5,799,907
Provision for income taxes.........           (207,711)         (2,394,206)
                                       -----------------    ---------------
Net income (loss)..................        ($6,905,531)         $ 3,405,701
                                        ===============     ===============
Earnings (loss) per share..........             ($0.45)               $0.30
                                        ===============     ===============

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

                                       -5-

<PAGE>


               CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                           Nine Months Ended
                                                             September 30,
                                                    ---------------------------
                                                                    (Restated -
                                                                    See Note 1)
                                                         1996          1995
                                                    -------------  ------------
Cash flows from operating activities:
  Net income (loss)................................. ($6,905,531)    $3,405,701
  Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
    Depreciation ...................................    7,489,064     4,125,948
    Amortization....................................      986,659       440,253
    Non-cash components of special charge...........    6,298,735             -
  Changes in  operating  assets  and  liabilities,
      net of  effect  of  acquired businesses:
    Accounts receivable, net........................  (1,351,477)   (1,281,920)
    Other current assets............................    (523,307)     (261,326)
    Accounts payable................................    (327,991)       324,631
    Other current liabilities.......................  (1,559,313)     (674,713)
    Other long-term liabilities.....................    2,810,986        31,413
    Other long-term assets..........................    (417,316)     (897,088)
                                                       ----------   -----------
  Net cash provided by operating activities.........    6,500,509     5,212,899
                                                       ----------   -----------
Cash flows from investing activities:
    Proceeds from sale of Mexico operations.........    2,574,089             -
    Capital expenditures............................ (19,043,729)  (15,412,583)
    Cash paid for businesses, net of cash acquired.. (11,139,535)   (5,328,309)
    Cash paid for common and preferred stock of
      minority interest.............................            -   (1,219,739)
    Increase in cash held in escrow.................    (662,080)   (1,901,355)
                                                       ----------  ------------
  Net cash used in investing activities............. (28,271,255)  (23,861,986)
                                                       ----------  ------------
Cash flows from financing activities:
    Net borrowings under revolving line of credit...   22,200,000    41,550,000
    Issuance of long-term debt......................    4,078,716       262,968
    Payments on long-term debt......................  (6,991,746)  (24,767,867)
    Deferred financing costs paid...................     (90,505)     (607,877)
    Issuance of common stock........................       80,930       305,479
    Purchase of treasury stock......................            -     (365,550)
    Exercise of warrants for common stock...........      688,997       218,715
    Other...........................................     (77,721)             -
                                                       ----------  ------------
  Net cash provided by financing activities.........   19,888,671    16,595,868
                                                       ----------  ------------

Net decrease in cash and cash equivalents...........  (1,882,075)   (2,053,219)
Cash and cash equivalents, beginning of year........    3,483,154     4,677,237
                                                       ----------  ------------

Cash and cash equivalents, end of period............   $1,601,079    $2,624,018
                                                       ==========    ==========



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

                                       -6-

<PAGE>
                CONTINENTAL WASTE INDUSTRIES, INC. & SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
Note 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  all adjustments considered
necessary for a fair presentation (consisting of normal recurring accruals) have
been included.  Operating  results for the three and nine months ended September
30, 1996 are not necessarily  indicative of the results that may be expected for
the year  ending  December  31,  1996.  For  further  information,  refer to the
financial  statements  and  footnotes  thereto  included  in  Continental  Waste
Industries,  Inc.'s (the  "Company") Form 10-KSB for the year ended December 31,
1995.

On December 28, 1995,  the Company  effected a 5 for 3 stock split of its common
stock (the  "Shares").  All common share  information  has been restated for all
periods to reflect  the 5 for 3 stock  split.  The  Company's  $0.0006 par value
common stock is hereinafter referred to as Shares.

On June 27, 1996,  the Company  signed a definitive  agreement to be acquired by
Republic Industries,  Inc. ("Republic").  Under the terms of the agreement, each
Share of the  Company's  common stock would be  converted  into .8 of a share of
Republic's common stock.

The proposed  transaction would be accounted for on a pooling of interests basis
and is subject to final approval by the stockholders of the Company,  the filing
and clearance of the Republic  registration  statement and the Company's related
proxy  statement  by  the  Securities  and  Exchange  Commission.   The  Company
anticipates  that the merger with  Republic  will be  consummated  in the fourth
quarter of 1996.

Certain amounts in previously issued financial statements have been reclassified
to conform to 1996 classifications.

The Company's  previously  filed  consolidated  balance sheet as of December 31,
1995 and condensed consolidated statements of income and cash flows for the nine
months ended  September  30, 1995 have been restated  herein to reflect  certain
costs  as  compensatory   rather  than  as  consideration  paid  in  a  business
acquisition. The income statement effect of this restatement was as follows:

                                                       1995
                                                  ------------------------------
                                                  As previously
                                                      filed       As restated
                                                  ------------------------------
General and administrataive expenses              $4,811,381       $5,586,128
Income from operations                             8,714,116        7,939,369
Net income                                         3,858,463        3,405,701
Earnings per share                                      0.34             0.30

The  restatement's   effect  on  total  stockholders'  equity  was  decrease  of
$1,773,721 to $70,271,253 as of December 31, 1995.

In addition to the above  restatement,  the Company  also  reclassified  certain
landfill cell development  costs which were previously  reflected as a component
of prepaid expenses into land,  landfill site and improvements.  Such costs were
$4,420,587  and  $4,048,465  as of December  31, 1995 and  September  30,  1996,
respectively.

Note 2 - Business Combinations and Dispositions
From January 1, 1995 to August  15,1995,  the Company  expanded  its  operations
through  the  acquisition  of  six  businesses   engaged  in  waste   management
operations.   The   aggregate  of  these   business   acquisitions   (the  "1995
Acquisitions")  was  significant to the Company.  These  entities  included ASCO
Sanitation,  Inc., Larry's Disposal, Inc., Terre Haute Recycling,  Inc., Gilliam
Sanitation,  Inc./Gilliam  Transfer,  Inc.,  Anderson Refuse Company,  Inc./M.V.
Dulworth,  and a 72% interest in Procesa Continental S.A., de C.V. The aggregate
purchase  price of these  businesses  was $8.9 million,  plus the  assumption or
refinancing  of $2.1  million  of debt and $0.6  million  of  future  contingent
payments.  The purchase prices were paid by issuing 164,846 Shares with a market
value of $1.1  million  at the time of  issuance,  paying  $5.8  million of cash
obtained from the Company's credit facility (the "Credit Facility") with LaSalle
National Bank ("LNB") and issuing $2.0 million of notes payable to the sellers.

                                       -7-

<PAGE>
                CONTINENTAL WASTE INDUSTRIES, INC. & SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 2 - Business Combinations and Dispositions (Continued)

In October  1995,  the Company  purchased,  through one of its  subsidiaries,  a
sanitary landfill in Richland County, South Carolina ("Richland"). The acquiring
subsidiary,  which is 85% owned by the Company,  was organized  recently to make
acquisitions of landfills and related solid waste  management  operations and to
pursue  privatization  and  public-  private  partnership  opportunities  in the
Southeastern  United States.  The Company has an option to acquire the remaining
15% of the  subsidiary  for  approximately  $2.4  million of common stock of the
Company. The Company, on behalf of its subsidiary, paid $2.4 million in cash and
notes,  and assumed  $1.1  million of debt for  Richland.  As a condition of the
landfill purchase,  a South Carolina  collection company has entered into, among
other things, a 10-year put-or-pay disposal contract with the Company to provide
a minimum of 300 tons of waste per day.

In March 1996, the Company  purchased two construction and demolition  landfills
in central Florida for approximately $2.1 million in Shares (195,864 Shares) and
$2.3 million in cash.

In March 1996, the Company sold its 72% interest in Procesa Continental S.A., de
C.V.,  which  encompassed  all of the  Company's  Mexico  City  operations,  for
approximately  $2.6 million in cash resulting in a pre-tax gain of approximately
$500,000 which was recorded in the first quarter of 1996.

In March 1996, the Company ceased operations at its West Virginia landfill.  The
site  had been  experiencing  declining  volumes  and was not in a  position  to
effectively  compete with two Kentucky  landfills  which were less than 25 miles
away.  Management began an evaluation of the sale of the assets or the marketing
of special  waste into the facility to allow for  reopening.  As a result of the
suspension,  the Company  recorded an approximate  $500,000  charge.  The charge
consisted  primarily  of costs to place a  temporary  cap on the active cell and
identified  severance and miscellaneous costs. During the third quarter of 1996,
the Company completed its evaluation and recorded  additional charges related to
the  suspension  of  this  operation.  See  Note 4 for a  description  of  these
additional charges.

In May 1996,  the Company  purchased a  residential  and  commercial  collection
business for $1.2 million in cash,  which was combined into the Company's  Jamax
division in Terre Haute, Indiana.

On  July  1,  1996,   the  Company   completed  its   acquisition  of  Statewide
Environmental  Contractors,   Inc.  and  its  affiliated  companies,   Recycling
Industries,  Inc.  and Lomac  Realty  (collectively,  "Statewide").  These three
companies  are engaged in the waste  management  business in central New Jersey.
The purchase  price of Statewide was $18.6 million and consisted of $7.5 million
in cash, 555,512 Shares (valued at $8.1 million based on the quoted market price
as of the date of the definitive letter of intent to acquire Statewide) and $3.0
million in notes payable to the sellers.  The cash portion of the purchase price
was financed from  borrowings  under the Company's  Credit  Facility.  The total
purchase  price of Statewide  was  allocated to various  assets and  liabilities
baesd on  management's  best estimate using the latest  information as possible.
The major categories of the purchase price are as follows:

          Property and equipment             $12,315,000
          Accounts receivable                  1,546,000
          Goodwill                             8,680,000
          Other insignificant assets           1,030,000
          Accruals                           (4,971,000)
                                             -----------
                                             $18,600,000
                                             ===========

                                       -8-

<PAGE>


                CONTINENTAL WASTE INDUSTRIES, INC. & SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 2 - Business Combinations and Dispositions (Continued)

All of the business  acquisitions  described  above were accounted for under the
purchase method.

The following  summarizes the pro forma operating results of the Company for the
nine months ended September 30, 1996 and 1995 as if the 1995  Acquisitions  (for
1995)  and the  Statewide  acquisition  had  occurred  at the  beginning  of the
applicable period (in 000's):

                                                    Nine Months Ended
                                                      September 30,
                                            -------------------------------
                                                  1996              1995
                                                                 (Restated -
                                                                 See Note 1)
                                            --------------    --------------

Pro forma revenue.........................       $59,799           $49,011
                                                ========          ========
Pro forma net income (loss)...............      ($7,245)           $ 3,745
                                                ========          ========
Pro forma earnings (loss) per share.......       ($0.46)             $0.50
                                                ========          ========


The pro forma operating results include each acquiree's  pre-acquisition results
of operations for the indicated periods with adjustments to reflect amortization
of goodwill,  additional  depreciation on the increases to the fair market value
of fixed assets, interest expense on the acquisition  borrowings,  the effect of
income  taxes  thereon  and  the  effect  of  the  issuance  of  Shares.  Future
adjustments,  if any as a result  of  pending  analyses  of  certain  judgmental
reserves and functionality of certain  equipment,  will be made prior to the one
year anniversary of the related acquisition and are not expected to be material.
Operating  results of acquired  businesses  have been  included in the condensed
consolidated  financial  statements from the date of acquisition.  The pro forma
information  given above does not purport to be  indicative  of the results that
actually  would have been obtained if the  operations  were combined  during the
periods  presented and is not intended to be a projection  of future  results or
trends.

On September 13, 1996, the Company acquired Reliable  Disposal,  Inc.,  Reliable
Recycle (a partnership) and various properties owned by certain  shareholders of
Reliable  Disposal,  Inc.  or  their  wholly-owned  partnership   (collectively,
"Reliable").  All entities and  properties of Reliable  were commonly  owned and
integral to the Reliable business.  The Company exchanged 457,001 Shares for all
of the outstanding shares and interests and for the properties of Reliable.  The
acquisition   was  accounted  for  as  a  pooling  of  interests.   Accordingly,
Continental's historical statement of income for the nine months ended September
30, 1996  includes the  operating  results of Reliable for the entire nine month
period.  The acquisition of Reliable was not significant  and, as a consequence,
prior period financial statements were not restated.  Separate financial data of
the Company and  Reliable for the nine months  ended  September  30, 1996 are as
follows (in 000's, except per share data):

                         Continental       Reliable            Total
                      ---------------   -------------    --------------

Revenue                    $48,791          $4,918            $53,709
Net loss                   (6,880)            (25)            (6,905)
Loss per share              (0.45)               -             (0.45)


                                       -9-

<PAGE>


                CONTINENTAL WASTE INDUSTRIES, INC. & SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 3 - Earnings Per Share

Earnings  per share for the three and nine months ended  September  30, 1996 and
1995 was based on the following:

<TABLE>
<CAPTION>

                                                  Three Months Ended             Nine Months Ended
                                              ---------------------------     --------------------------
                                                9/30/96         9/30/95         9/30/96         9/30/95
                                              ------------    -----------     -----------     ----------
<S>                                           <C>             <C>             <C>             <C>  

Weighted average common and common
  equivalent shares:
    Shares outstanding......................  15,297,000      10,612,000      14,819,000      10,462,000
    Dilutive stock options and warrants.....           -         687,000         398,000         751,000
                                              ----------      ----------      ----------      ----------
                                              15,297,000      11,299,000      15,217,000      11,213,000
                                              ==========      ==========      ==========      ==========
</TABLE>


Note 4 - Special Charge

The Company  recorded a $7.6 million charge during the third quarter of 1996 for
costs  related to (a) the pending  purchase of the Company by Republic,  (b) the
suspended operations at the Company's West Virginia landfill and (c) an impaired
agreement not to compete.

The costs  related to  Republic's  acquisition  of the  Company  ($1.3  million)
primarily  relate to obtaining an opinion from the Company's  financial  advisor
regarding  the  fairness  of the  consideration  offered  by  Republic  for  the
Company's  Shares and various  legal,  accounting  and printing fees incurred in
filing the required  information  regarding  the Republic  transaction  with the
Securities  and  Exchange  Commission.  In  addition to this $1.3  million,  the
Company expects to incur another $1.1 million in completing the Republic deal in
the fourth  quarter of 1996. The majority of such  additional  costs relate to a
fee payable at closing to a significant  shareholder of the Company for services
related to the deal.

As described  in Note 2, during the first  quarter of 1996,  the Company  ceased
operations  at its West  Virginia  landfill  and began  evaluating  its  options
regarding the  facility.  The  evaluation  was completed in the third quarter of
1996 after a critical  analysis of current and expected future market conditions
and  various  failed  attempts  to sell the  facility.  Accordingly,  management
decided to write-off the Company's  investment in the facility  which  consisted
primarily of land, unamortized landfill costs and equipment. Additionally, since
a sale was no longer being  considered,  the Company recorded the full amount of
the estimated closure and post-closure costs related to the facility.  The total
charge related to this matter amounted to $5.3 million. The remaining portion of


                                      -10-

<PAGE>


                CONTINENTAL WASTE INDUSTRIES, INC. & SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 4 - Special Charge (Continued)

the special  charge ($1.0 million)  related to the write-off of the  unamortized
costs of an  agreement  not to compete  entered  into with the prior  owner of a
previously-acquired  business.  With the acquisitions completed during the third
quarter of 1996,  the  Company  believes  that any new  competition  in the area
covered by the agreement not to compete is remote.

Of the $7.6 million charge,  $6.3 million  represents the non-cash  write-off of
assets and accrual of  closure/post-closure  costs.  The remaining  $1.3 million
(the  Republic  deal  costs)  have  been  spent or will be spent as the  related
invoices become due during the fourth quarter of 1996.


Note 5 - Supplemental Cash Flows Disclosure

                                                     Nine Months Ended
                                                       September 30,
                                          -----------------------------------
                                               1996                1995
                                          ----------------    ----------------
Cash paid during the period for:
  Interest, net of interest capitalized..      $1,684,663          $2,069,170
                                          ----------------    ----------------
                                          ----------------    ----------------
  Income taxes...........................      $2,820,215          $1,233,011
                                          ----------------    ----------------
                                          ----------------    ----------------

Business acquisitions:
  Shares issued..........................     $10,212,351          $  496,688
  Notes issued to sellers................       3,000,000           2,034,284
  Cash paid..............................      11,228,806           5,328,309
                                          ----------------    ----------------
    Total consideration paid.............
    Assets received......................
                                               24,441,157           7,859,281
    Liabilities assumed..................      34,149,798          10,789,901
                                          ----------------    ----------------
                                               $9,708,641          $2,930,620
                                          ----------------    ----------------
                                          ----------------    ----------------


                                      -11-

<PAGE>


                CONTINENTAL WASTE INDUSTRIES, INC. & SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 6 - Other Information

Selected balance sheet account disclosures follow:

                                                  September 30,    December 31,
                                                        1996            1995
                                                  -------------   -------------
Allowance for doubtful accounts................... $  1,102,575    $    396,000
                                                  -------------   -------------
                                                  -------------   -------------

Accumulated depreciation and amortization of
  property and equipment..........................  $19,883,121     $14,215,696
                                                  -------------   -------------
                                                  -------------   -------------
Accumulated amortization of excess cost over
  the fair value of net assets acquired........... $  1,898,171     $ 1,395,054
                                                  -------------   -------------
                                                  -------------   -------------


Note 7 - Debt

In the first  quarter of 1996,  the Company  and its lenders  amended the Credit
Facility  effective as of January 1, 1996. As amended,  each borrowing under the
Credit  Facility  bears  interest  based on the  Company's  leverage  ratio,  as
defined,  of funded debt to earnings before  interest,  taxes,  depreciation and
amortization.  If the leverage ratio is 2.0 to 1 or less, then the interest rate
is, at the Company's option, prime or LIBOR plus 1.5% and the fee on outstanding
letters of credit is .75%.  If the  leverage  ratio  falls  between  2.01 to 2.5
compared to 1, then the interest rate is prime plus 0.5% or LIBOR plus 1.75% and
the fee on  outstanding  letters of credit is 1.0%. If the leverage  ratio falls
between 2.51 and 3.0 compared to 1, then the interest rate is prime plus 1.0% or
LIBOR plus 2.0% and the fee on  outstanding  letters  of credit is 1.5%.  If the
leverage ratio is greater than 3.0 to 1, then the interest rate is prime plus 1%
or LIBOR plus 2.5% and the fee on  outstanding  letters  of credit is 2.0%.  The
Company and its  lenders  amended the Credit  Facility  again  during the second
quarter of 1996 to increase  the line of credit from $45 million to $70 million.
The Credit  Facility  now  expires in June 1999 and is secured by all  corporate
assets  and a  pledge  of the  stock  of all  subsidiaries.The  Credit  Facility
includes provisions for letters of credit up to $15.0 million.  The Company will
also pay a 0.5% fee on the average unused portion of the Credit Facility.  As of
September 30, 1996, $23.3 million of unused credit under this facility  remained
available. Borrowings under the Credit Facility bore a weighted average interest
rate of 7.0% on outstanding loans as of September 30, 1996.

In April  1996,  the  Company  entered  into a $10.0  million  facility  ("Lease
Agreement") with B.A. Leasing and Capital  Corporation  which has provided funds
for capital  expenditures.  The capital equipment  financed must be delivered to
and accepted by the Company no later than December 31, 1997. As of September 30,
1996, $6.3 million of unused credit under this facility remained available. Each
lease the Company enters into has a term of six years. Such borrowings will bear
interest  at  the  prevalent  market  rates.  As  of  September  30,  1996,  the
outstanding borrowings bore a weighted average interest rate of 8.51%.

Under the Credit  Facility and the Lease  Agreement,  the Company is required to
meet certain financial  covenants.  As of September 30, 1996, the Company was in
violation of such covenants.  LNB and B.A. Leasing and Capital  Corporation have
issued waivers of non-compliance regarding these covenant violations.



                                                      -12-

<PAGE>


                CONTINENTAL WASTE INDUSTRIES, INC. & SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 8 - Excess Cost Over the Fair Value of Net Assets Acquired

Prior  to  1996,  the  excess  cost  over the  fair  value  of  assets  acquired
("goodwill")  was amortized on a straight-line  basis over twenty-five to thirty
years. In the first quarter of 1996, the Company changed the amortization period
for goodwill generated from all non-landfill acquisitions to 40 years consistent
with  industry  trend  and  due to the  life  of  operating  conditions  at such
businesses not being dependent on the capacity of available  landfill  airspace.
This change in accounting estimate is applied prospectively from January 1, 1996
for non-landfill acquisitions through that date. The effect of the change in the
third quarter and first nine months of 1996 was to decrease amortization expense
by approximately $59,000 and $177,000, respectively.


                                                       -13-

<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Background:
Continental Waste  Industries,  Inc. (the "Company")  provides  integrated solid
waste management  services to residential,  commercial and industrial  customers
concentrated  primarily  in the eastern half of the United  States.  The Company
conducts its operations through 10 landfills, 10 waste collection operations, 16
transfer stations and 6 recycling  facilities  located in 10 states and in Costa
Rica. Since its founding in 1988, the Company has experienced significant growth
in revenues and operating  income due primarily to the  acquisition  of 32 solid
waste service businesses.

The  Company's  strategy is focused on an  integrated  operational  model over a
geographically diverse base of operations.  In general, the Company seeks to own
or control both waste  collection  and disposal  operations in each of the local
markets in which it competes.  This integration  strategy is intended to improve
cost  competitiveness  and mitigate operating risk by reducing the dependence of
the  Company's  landfills on waste  streams from  unaffiliated  haulers,  and by
reducing the exposure of the  Company's  collection  operations to disposal cost
fluctuations at facilities owned by third parties.

On June 27, 1996,  the Company  signed a definitive  agreement to be acquired by
Republic Industries,  Inc. ("Republic").  Under the terms of the agreement, each
share of the  Company's  common stock would be  converted  into .8 of a share of
Republic's common stock.

The proposed  transaction would be accounted for on a pooling of interests basis
and is subject to final approval by the stockholders of the Company,  the filing
and clearance of a Republic  registration  statement  and the Company's  related
consent  solicitation  by the  Securities and Exchange  Commission.  The Company
anticipates  that the merger with  Republic  will be  consummated  in the fourth
quarter of 1996.

On September 13, 1996, the Company acquired Reliable  Disposal,  Inc.,  Reliable
Recycle (a partnership) and various properties owned by certain  shareholders of
Reliable  Disposal,  Inc.  or  their  wholly-owned  partnership   (collectively,
"Reliable").  This  acquisition  was  accounted  for as a pooling of  interests.
Accordingly,  Continental's  historical  statement of income for the nine months
ended  September  30, 1996  includes the  operating  results of Reliable for the
entire nine month period.  The acquisition of Reliable was not significant  and,
as a  consequence,  prior period  financial  statements  were not restated.  The
comparative  discussions  below are  therefore  impacted by the  acquisition  of
Reliable as if Reliable was combined with the Company on January 1, 1996.

Certain  statements in this  Management's  Discussion  and Analysis of Financial
Condition  and Results of Opertions and  elsewhere in this  quarterly  report on
Form 10-Q  constitues  "forward  looking  statements"  within the meaning of the
Federal Private Securities  Litigation Reform Act of 1995. These forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other factors
which may cause  actual  results,  performance  or  achievements  to be mutually
different  from any future  results,  performance or  achievements  expressed or
implied by such forward-looking  statements.  These factors include, among other
things,  the  Company's  merger  with  a  subsidiary  of  Republic   Industries;
regulatory  changes;  the on-going  consolidation  in the solid waste management
industry;  the  availability  of  acquisition  and  expansion  opportunities  on
attractive  terms;  the ability to integrate and  successfully  operate acquired
businesses and the risks associated with these businesses.


Results of Operations

Three Months Ended September 30, 1996 Compared to Three Months  Ended  September
30, 1995 (Restated)

Revenue:
Revenue  increased  by $7.9  million,  or 61.2%,  from  $13.0  million  to $20.9
million.  The  increase in revenue was  primarily  due to several  1995 and 1996
acquisitions:  a landfill in the fourth  quarter of 1995; two  construction  and
demolition  landfills and a recycling  center in the first quarter of 1996;  two
hauling and collection  companies,  three  recycling  centers and three transfer
stations  in the  third  quarter  of  1996;  as well  as  growth  in base  waste
collection services.

                                      -14-
<PAGE>


Results of Operations (Continued)

Operating Expenses:
Operating expenses increased by $12.0 million from $6.0 million to $18.0 million
and  increased  as a percentage  of revenue from 46.1% to 86.3%.  The dollar and
percentage  increases  are  partially  due to the fourth  quarter  1995 and 1996
acquisitions of non-landfill  operations which, on average,  have  significantly
higher operating costs than do landfills. Additional increases are due to higher
operating  labor  costs and costs  incurred  in  converting  collection  routes.
Additionally,  the  Company,  pursuant  to revised  construction  and  operating
permits and  revised  state  agency  mandates  at two of its  landfills  and the
necessity to incorporate a more expensive plastic liner in the closure plan at a
third  landfill,  recorded  expenses of $3.9 million during the third quarter of
1996.

General and Administrative Expenses:
General and administrative  expenses increased by $1.3 million from $2.1 million
to $3.4 million and  increased as a percentage  of revenues from 16.1% to 16.2%.
The dollar  increase was primarily due to the above mentioned  acquisitions  and
the write-off of certain receivables related to the suspended  operations of the
Company's  West Virginia  landfill.  The percentage  increase  resulted from the
additional  bad  debt  expense  more  than  offsetting  the  lower  general  and
administrative expenses as a percent of sales due to the synergies obtained with
the acquired companies.

Depreciation and Amortization Expenses:
Depreciation  and  amortization  expenses  increased by $1.2 million,  from $1.8
million  to  $3.0  million.   The  increase  was  due  to  the  above  mentioned
acquisitions,   increased  capital  expenditures  and  increased  landfill  cell
amortization costs due to compliance with Subtitle D Regulations.

Special Charge:
The Company  recorded a $7.6 million charge during the third quarter of 1996 for
costs  related to (a) the pending  purchase of the Company by Republic,  (b) the
suspended operations at the Company's West Virginia landfill and (c) an impaired
agreement not to compete.

The costs  related to  Republic's  acquisition  of the  Company  ($1.3  million)
primarily  relate to obtaining an opinion from the Company's  financial  advisor
regarding  the  fairness  of the  consideration  offered  by  Republic  for  the
Company's  Shares and various  legal,  accounting  and printing fees incurred in
filing the required  information  regarding  the Republic  transaction  with the
Securities  and  Exchange  Commission.  In  addition to this $1.3  million,  the
Company expects to incur another $1.1 million in completing the Republic deal in
the fourth  quarter of 1996. The majority of such  additional  costs relate to a
fee payable at closing to a significant  shareholder of the Company for services
related to the deal.

During the first  quarter of 1996,  the Company  ceased  operations  at its West
Virginia landfill and began evaluating its options  regarding the facility.  The
evaluation was completed in the third quarter of 1996 after a critical  analysis
of current and expected future market  conditions and various failed attempts to
sell the  facility at a reasonable  price.  Accordingly,  management  decided to
write-off the Company's  investment in the facility which consisted primarily of
land, unamortized landfill costs and equipment.  Additionally,  since a sale was
no  longer  being  considered,  the  Company  recorded  the full  amount  of the
estimated  closure and  post-closure  costs related to the  facility.  The total
charge related to this matter amounted to $5.3 million.

The  remaining  portion of the  special  charge  ($1.0  million)  related to the
write-off of the  unamortized  costs of an agreement not to compete entered into
with the prior owner of a previously-acquired business.  With  the  acquisitions

                                      -15-

<PAGE>



Results of Operations (Continued)

completed  during the third quarter of 1996,  the Company  believes that any new
competition in the area covered by the agreement not to compete is remote.

Interest Expense:
Interest  expense  was $1.2  million for the third  quarter of 1996  compared to
$914,000  for the same  period in 1995.  The  increase  in  interest  expense is
primarily  due  to  a  higher  borrowing  level  resulting  from  the  Statewide
acquisition.

Other Income:
The $707,000  increase in other income in 1996 was  primarily due to a gain from
the sale of the  remaining  portion of the Company's  minority  investment in an
unaffiliated company during the third quarter of 1996.

Provision (Benefit) for Income Taxes:
The provision  (benefit) for income taxes was a $886,000 provision for the third
quarter of 1995 and a benefit of $1.9 million for the same period of 1996.  This
change was the result of the special  charge and the loss  incurred in the third
quarter of 1996.  No income tax benefit was recorded  for the losses  associated
with suspended operations at the Company's 662/3 owned landfill in West Virginia
due to the significant uncertainty related to the realizability of such benefit.

Net Income (Loss):
For the reasons  discussed  above,  the Company's net income  decreased by $11.0
million from the comparable prior year period.

Nine Months Ended September 30, 1996 Compared to Nine Months Ended September 30,
1995 (Restated)

Revenue:
Revenue  increased  by $20.3  million,  or 60.6%,  from  $33.4  million to $53.7
million.  The  increase in revenue was  primarily  due to several  1995 and 1996
acquisitions: two hauling and collection companies in the second quarter and two
hauling  companies  and a  recycling  facility in the third  quarter of 1995;  a
landfill  in the  fourth  quarter  of  1995;  two  construction  and  demolition
landfills and a recycling  center in the first quarter of 1996;  two hauling and
collection companies, three recycling centers and three transfer stations in the
third quarter of 1996; as well as growth in base waste collection services.

Operating Expenses:
Operating  expenses  increased  by $20.7  million  from  $15.4  million to $36.0
million  and  increased  as  a  percentage  of  revenue  from  45.9%  to  67.1%,
respectively.  The dollar and  percentage  increases  are  partially  due to the
fourth quarter 1995 and 1996  acquisitions of non-landfill  operations which, on
average,  have significantly higher operating costs than do landfill operations.
Additional  increases are due to higher operating labor costs and costs incurred
in converting collection routes. Additionally,  the Company, pursuant to revised
construction  and operating  permits and revised state agency mandates at two of
its landfills and the necessity to incorporate a more expensive plastic liner in
the closure plan at a third landfill,  recorded  expenses of $3.9 million during
the third quarter of 1996.

                                      -16-

<PAGE>



Results of Operations (Continued)

General  and  Administrative  Expenses:   General  and  administrative  expenses
increased by $1.9  million from $5.6 million to $7.5 million and  decreased as a
percentage  of  revenues  from  16.7% to  13.9%.  The  percentage  decrease  was
primarily  attributable to synergies  obtained with the 1995 acquired  companies
somewhat  offset  by the  write-off  in the  third  quarter  of 1996 of  certain
receivables  related to the suspended  operations of the Company's West Virginia
landfill.  The  dollar  increase  was  primarily  due  to  the  above  mentioned
acquisitions and receivables write-off,  offset by compensation expenses related
to certain officers who were terminated in December 1995.

Depreciation and Amortization Expenses:
Depreciation  and  amortization  expenses  increased by $3.5 million,  from $4.6
million  to  $8.1  million.   The  increase  was  due  to  the  above  mentioned
acquisitions,   increased  capital  expenditures  and  increased  landfill  cell
amortization due to compliance with Subtitle D Regulations.

Special Charge:
The Company  recorded a $7.6 million charge during the third quarter of 1996 for
costs  related to (a) the pending  purchase of the Company by Republic,  (b) the
suspended operations at the Company's West Virginia landfill and (c) an impaired
agreement not to compete.

The costs  related to  Republic's  acquisition  of the  Company  ($1.3  million)
primarily  relate to obtaining an opinion from the Company's  financial  advisor
regarding  the  fairness  of the  consideration  offered  by  Republic  for  the
Company's  Shares and various  legal,  accounting  and printing fees incurred in
filing the required  information  regarding  the Republic  transaction  with the
Securities  and  Exchange  Commission.  In  addition to this $1.3  million,  the
Company expects to incur another $1.1 million in completing the Republic deal in
the fourth  quarter of 1996. The majority of such  additional  costs relate to a
fee payable at closing to a significant  shareholder of the Company for services
related to the deal.

As described  in Note 2, during the first  quarter of 1996,  the Company  ceased
operations  at its West  Virginia  landfill  and began  evaluating  its  options
regarding the  facility.  The  evaluation  was completed in the third quarter of
1996 after a critical  analysis of current and expected future market conditions
and  various  failed  attempts  to sell the  facility.  Accordingly,  management
decided to write-off the Company's  investment in the facility  which  consisted
primarily of land, unamortized landfill costs and equipment. Additionally, since
a sale was no longer being  considered,  the Company recorded the full amount of
the estimated closure and post-closure costs related to the facility.  The total
charge related to this matter amounted to $5.3 million.

The  remaining  portion of the  special  charge  ($1.0  million)  related to the
write-off of the  unamortized  costs of an agreement not to compete entered into
with the prior owner of a  previously-acquired  business.  With the acquisitions
completed  during the third quarter of 1996,  the Company  believes that any new
competition in the area covered by the agreement not to compete is remote.


Interest Expense:
Interest  expense  increased by $.2 million  from $2.1 million to $2.3  million.
Interest expense was  comparable  due  to  the  Company  maintaining  consistent
average borrowing levels.

                                      -17-

<PAGE>


Results of Operations (Continued)

Other Income:
The $1.1 million  increase in other income in 1996 was  primarily  due to a gain
from the sale of the Company's  minority  investment in an unaffiliated  company
during the second and third quarters of 1996.

Provision for Income Taxes:
The  provision  for income taxes  decreased by $2.2 million from $2.4 million to
$208,000 as a result of the  special  charge and a loss in the 1996  period.  No
income tax  benefit  was  recorded  for the  losses  associated  with  suspended
operation  oat the  Company's  662/3 owned  landfill in West Virginia due to the
significant uncertainty related to the realizability of such benefits.

Net Income (Loss):
For the reasons  discussed  above,  the Company's net income  decreased by $10.3
million from the comparable prior year period.


Liquidity and Capital Resources

The Company's cash applications consist principally of working capital, payments
of principal and interest on its outstanding indebtedness,  capital expenditures
and  acquisitions.  At  September  30, 1996,  the Company had a working  capital
deficit of $2.9 million  compared to $2.0 million at December 31, 1995. Cash and
cash  equivalents  balances  were $1.6 million at September 30, 1996 versus $3.5
million at December 31, 1995.  The decrease in working  capital is primarily due
to  increased  long-term  equipment-related  borrowings  recorded  as a  current
liability and a larger portion of accrued  landfill  closure costs recorded as a
current liability.

Cash Flows From Operating Activities:
During the nine months ended  September 30, 1996 and 1995,  net cash provided by
operating  activities  was $6.5  million  and $5.2  million,  respectively.  The
increase is primarily due to reflecting the impact of revised  construction  and
excavation requirements on the Company's landfill operations.

Of the $7.6  million  special  charge,  $6.3  million  represents  the  non-cash
write-off of assets and accrual of  closure/post-closure  costs.  The  remaining
$1.3 million (the  Republic  deal costs) have been spent or will be spent as the
related invoices become due during the fourth quarter of 1996.


Cash Flows From Investing Activities:
During the nine  months  ended  September  30, 1996 and 1995,  the Company  made
capital expenditures of $19.0 and $15.4 respectively, for landfill expansion and
equipment additions. The Company expects total expenditures for 1996 to be $21.0
million  to  $23.0  million  primarily  for  existing  landfill  expansions  and
equipment additions. In March 1996, the Company sold its 72% interest in Process
Continental  S.A., de C.V.,  which  encompassed all of the Company's Mexico City
operations, for approximately $2.6 million in cash.

In March 1996, the Company  purchased two construction and demolition  landfills
in central  Florida for  approximately  $2.1  million in Shares of common  stock
(195,864 Shares) and $2.1 million in cash. In May 1996, the Company  purchased a
residential and commercial  collection  business for $1.2 million in cash, which
was combined into the Company's Terre Haute,  Indiana  collection  division.  In
July 1996 the Company purchased a commercial and residential collection business
and a related  transfer  and  recycling  facility in central New Jersey for $8.1
million in Shares of common  stock  (555,512  Shares),  $7.5 million in cash and
$3.0  million  in  sellers'  debt.  In  September  1996 the  Company  acquired a
residential  and  commercial  collection  business and two related  transfer and
recycling  facilities in southwest  Michigan for 457,001 Shares of common stock.
This transaction was accounted for as a pooling of interests.

                                      -18-

<PAGE>



Liquidity and Capital Resources (Continued)

Cash Flows From Financing Activities:
During  the nine  months  ended  September  30,  1996 and  1995,  cash flow from
financing  activities  were $20.0 million and $16.6 million,  respectively.  The
increase in cash provided by financing activities was primarily due to increased
borrowings in 1996 primarily to fund acquisitions.

In the first  quarter of 1996,  the Company  and the lenders  amended the Credit
Facility effective as of January 1, 1996. The Credit Facility expires in January
1999 and is  secured  by all  corporate  assets and a pledge of the stock of all
subsidiaries.  As  amended,  each  borrowing  under the  Credit  Facility  bears
interest based on the Company's  leverage ratio,  as defined,  of funded debt to
earnings before interest,  taxes,  depreciation and amortization ("EBITDA").  If
the  leverage  ratio is 2.0 to 1 or  less,  then the  interest  rate is,  at the
Company's option, prime or LIBOR plus 1.5% and the fee on outstanding letters of
credit is .75%.  If the leverage  ratio falls between 2.01 to 2.5 compared to 1,
then the  interest  rate is prime  plus .5% or LIBOR  plus  1.75% and the fee on
outstanding  letters of credit is 1.0%. If the leverage ratio falls between 2.51
and 3.0 compared to 1, then the  interest  rate is prime plus 1.0% or LIBOR plus
2.0% and the fee on outstanding letters of credit is 1.5%. If the leverage ratio
is greater than 3.0 to 1, then the interest  rate is prime plus 1% or LIBOR plus
2.5% and the fee on outstanding  letters of credit is 2.0%. The Credit  Facility
includes provisions for letters of credit up to $15.0 million.  The Company will
also pay a 0.5% fee on the average unused portion of the Credit Facility.  As of
September 30, 1996, $23.3 million of unused credit under this facility  remained
available.

In April 1996,  the Company  entered  into a $10.0  million  facility  with B.A.
Leasing & Capital Corporation which will provide funds for capital expenditures.
The capital equipment  financed must be delivered to and accepted by the Company
no later than  December 31,  1997.  As of  September  30, 1996,  $6.3 million of
unused credit under this  facility  remained  available.  Each lease the Company
enters into has a term of six years.  Such  borrowings will bear interest at the
prevalent market rates.

Under the terms of the Credit Facility,  the Company is required to meet certain
covenants  regarding,  among other  things,  financial  position  and results of
operations.  The terms of the Credit Facility impose  restrictions  that affect,
among other things, the Company's ability to (i) incur additional  indebtedness,
(ii)  create  liens on  assets,  (iii)  sell  assets,  (iv)  engage in  mergers,
acquisitions or consolidations, (v) make investments, (vi) pay dividends or make
distributions  and (vii)  engage in certain  transactions  with  affiliates  and
subsidiaries.

Under the Credit  Facility and the Lease  Agreement,  the Company is required to
meet certain financial  covenants.  As of September 30, 1996, the Company was in
violation of such covenants.  LNB and B.A. Leasing and Capital  Corporation have
issued waivers of non-compliance regarding these covenant violations.

The Credit  Facility  also  contains  subjective  covenants  providing  that the
Company  would be in default  if, in the  judgment  of the  lenders,  there is a
material adverse change in the financial condition of the Company.

During the nine months ended  September  30,1996 and 1995,  the average  monthly
amount of debt  outstanding  was $34.8 million and $34.4 million,  respectively.
The average  interest  rate on such debt for those  periods were 8.79% and 8.78%
respectively.

In October 1995, the Company and certain of its stockholders  completed a public
offering  of  3,780,680  Shares  (3,292,760  Shares were sold by the Company and
487,920 Shares were sold by certain  stockholders  of the Company).  The Company
received approximately $30.1 million of net proceeds from the sale. The proceeds
were used to reduce the outstanding indebtedness under the Credit Facility which
provided the Company with renewed  borrowing  capacity under the Credit Facility
for future acquisitions, capital expenditures and general corporate purposes.



                                      -19-

<PAGE>



Liquidity and Capital Resources (Continued)

The  Company  believes  that  cash on  hand,  cash  from  operating  activities,
additional  borrowings  under the Credit Facility and the lease facility and the
issuance  of  additional  debt  as  permitted  by the  Credit  Facility  will be
sufficient  to: (i) finance its planned 1996 and 1997  development  projects and
capital  expenditures;  (ii) meet its 1996 and 1997 operating cash requirements;
and (iii) meet  expected debt service  obligations  during the remainder of 1996
and 1997.



It is the policy of the  Company to accrue the  estimated  landfill  closure and
post-closure  maintenance  costs  expected to be incurred upon and subsequent to
the  closing of existing  operating  landfill  areas  ratably in relation to the
airspace consumed.  Such costs will principally  include costs for the final cap
and cover of the landfill area, management of leachate,  groundwater  monitoring
and general area maintenance.  

The Company  constructs  landfill cells with an average useful  disposal life of
two to three years. This construction policy usually results in partial or total
cell closure within two to five years of a cell first accepting  waste.  Closure
requirements  and post-closure  care  requirements are governed by various state
regulatory  agencies and are  typically a component of the  landfills  operating
permit.  All of the  Company's  operating  landfills  are required to provide 30
years of  post-closure  care.  Closure  costs  are  determined  by many  factors
including  total acreage to be closed,  composition of the closure cap,  on-site
availability  of materials and others.  While  management  estimates such future
costs for each landfill site, such estimates of the amount and timings are fixed
or reliably determinable.  Accordingly, the Company's estimate of these costs in
current  dollars is inflated at a rate of 4% until the expected  time of payment
and then discounted to present value at 8%.

The Company  provides for such discounted  costs ratably as the airspace in each
cell is consumed.  The resulting  accrued landfill closure costs are not reduced
by funds set aside by the Company,  either voluntarily or by statute, to pay for
such costs. Such funding, if appropriate,  is recorded as a long-term asset. Had
the Company not discounted this liability,  the amounts recorded would have been
increased  by  approximately  $12.8  million  as of  December  31,  1995.  Total
estimated  closure and  post-closure  costs to be spent after December 31, 1995,
inflated  as  described  above,  are   approximately   $50.4  million  of  which
approximately  $1.6  million,  on average,  is expected to be expended each year
over the next five years.



                                      -20-

<PAGE>




                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

a)  None.

Exhibit                                                               Sequential
Number            Document Description                                     Page
                                                                          Number


2.1  Agreement and Plan of Merger by and among Republic Industries,  Inc., RI/CW
     Merger Corp.  Continental Waste  Industries,  Inc. and Thomas A. Volini and
     Carlos E. Aguero, dated June 27, 1996 (incorporated by reference to Exhibit
     2.1 to Form 8-K of  Continental  Waste  Industries,  Inc. filed on July 15,
     1996, Commission File No. 0-22602).

2.2  Acquisition  Agreement by and among  Continental  Waste  Industries,  Inc.,
     Statewide Environmental Contractors, Inc. and the Stockholders of Statewide
     Environmental  Contractors,  Inc.,  dated April 11, 1996  (incorporated  by
     reference to Exhibit 2.2 to Form 8-K of Continental Waste Industries,  Inc.
     filed on July 15, 1996, Commission File No. 0- 22602).

2.3  Acquisition  Agreement by and among  Continental  Waste  Industries,  Inc.,
     Recycling  Industries,  Inc. and the Stockholders of Recycling  Industries,
     Inc.,  dated April 11, 1996  (incorporated  by  reference to Exhibit 2.3 to
     Form 8-K of  Continental  Waste  Industries,  Inc.  filed on July 15, 1996,
     Commission File No. 0-22602).

3.1  Certificate  of  Incorporation  of  Continental  Waste   Industries,   Inc.
     (incorporated  by  reference  to Exhibit  3.1 to the Annual  Report on Form
     10-KSB of  Continental  Waste  Industries,  Inc.  filed on March 31,  1994,
     Commission File No. 0-22602).

3.2  By-Laws of Continental Waste Industries, Inc. (incorporated by reference to
     Exhibit 3.3 to the Registration Statement on Form SB-2 of Continental Waste
     Industries, Inc. filed on November 4, 1994, Commission File No. 33-84130).

3.3  Amendment to Certificate of Incorporation of Continental  Waste Industries,
     Inc.  (incorporated  by  reference  to  Exhibit  3.3  to  the  Registration
     Statement  on Form SB-2 of  Continental  Waste  Industries,  Inc.  filed on
     November 4, 1994, Commission File No. 33- 84130).

3.4  Amendment  2  to  Certificate  of   Incorporation   of  Continental   Waste
     Industries,  Inc.  (incorporated  by reference to Exhibit 3.4 to the Annual
     Report on Form 10-KSB of Continental Waste Industries,  Inc. filed on March
     29, 1996, Commission File No. 0- 22602).


                                              -21-

<PAGE>



10.1 Employment Agreement between Continental Waste Industries,  Inc. and Thomas
     A. Volini  (incorporated  by reference to Exhibit 10.1 to the  Registration
     Statement  on Form SB-2 of  Continental  Waste  Industries,  Inc.  filed on
     September 12, 1995, Commission File No. 33- 62589).

10.2 Employment Agreement between Continental Waste Industries,  Inc. and Carlos
     E. Aguero  (incorporated  by reference to Exhibit 10.2 to the  Registration
     Statement  on Form SB-2 of  Continental  Waste  Industries,  Inc.  filed on
     September 12, 1995, Commission File No. 33- 62589).

10.3 Employment Agreement between Continental Waste Industries, Inc. and Michael
     J. Drury  (incorporated  by reference  to Exhibit 10.3 to the  Registration
     Statement  on Form SB-2 of  Continental  Waste  Industries,  Inc.  filed on
     September 12, 1995, Commission File No. 33- 62589).

10.4 Employment  and  Stock  Option   Agreements   between   Continental   Waste
     Industries, Inc. and Jeffrey E. Levine.

10.5 Credit  Agreement by and among LaSalle  National Bank as agent, the Lenders
     Signatory or Parties Thereto and Continental Waste Industries, Inc. and its
     Subsidiaries (incorporated by reference to Exhibit 10.8 to the Registration
     Statement  on Form SB-2 of  Continental  Waste  Industries,  Inc.  filed on
     September 12, 1995, Commission File No. 33-62589).

10.6 First Amendment to Credit  Agreement by and among LaSalle  National Bank as
     agent,  the Lenders  Signatory  or Parties  Thereto and  Continental  Waste
     Industries, Inc. and its Subsidiaries (incorporated by reference to Exhibit
     10.8 to the  Registration  Statement  on Form  SB-2  of  Continental  Waste
     Industries,   Inc.  filed  on  September  12,  1995,  Commission  File  No.
     33-62589).

10.7 Second  Amendment to Credit Agreement by and among LaSalle National Bank as
     agent,  the Lenders  Signatory  or Parties  Thereto and  Continental  Waste
     Industries,  Inc. and its  Subsidiaries  (incorporated  by reference to the
     Current Report on Form 8-K to Continental Waste  Industries,  Inc. filed on
     October 27, 1995, Commission File No. 0-22602).

10.8 Third Amendment to Credit  Agreement by and among LaSalle  National Bank as
     agent,  the Lenders  Signatory  or Parties  Thereto and  Continental  Waste
     Industries, Inc. and its Subsidiaries (incorporated by reference to Exhibit
     10.7 to the Annual Report on Form 10- KSB of Continental  Waste Industries,
     Inc. filed on March 29, 1996, Commission File No. 0-22602).

10.9 Fourth  Amendment to Credit Agreement by and among LaSalle National Bank as
     agent,  the Lenders  Signatory  or Parties  Thereto and  Continental  Waste
     Industries, Inc. and its Subsidiaries (incorporated by reference to Exhibit
     10.8 to the Quarterly Report on Form 10-Q of Continental Waste Industries,
     Inc filed on August 14, 1996, Commission File No. 0-22602).


                                      -22-

<PAGE>


10.10Agreement  of Sale between  Lomac  Realty and Karat Corp.,  dated April 11,
     1996  (incorporated  by reference to Exhibit 2.4 to Form 8-K of Continental
     Waste  Industries,  Inc.  filed  on July  15,  1996,  Commission  File  No.
     0-22602).

10.11Override Agreement Respecting Closing Consideration among Continental Waste
     Industries,  Inc., CWI of NJ, Inc.,  Statewide  Environmental  Contractors,
     Inc., Recycling Industries, Inc., Lomac Realty, Mary Lemmo, Nicholas Lemmo,
     Maurice  Kirchofer,  Don J. Lotano,  Frank J. Lotano,  Arline M. Lotano and
     Joseph Lemmo, dated June 28, 1996 (incorporated by reference to Exhibit 2.5
     to Form 8-K of Continental Waste  Industries,  Inc. filed on July 15, 1996,
     Commission File No. 0-22602).

10.12Non-Compete  Agreement (Schedule 2.2(k) among Recycling  Industries,  Inc.,
     Continental Waste Industries,  Inc., Don J. Lotano, Frank J. Lotano, Arline
     Lotano (the "Stockholders") and among CWI, Stockholders,  Maurice Kirchofer
     and Joseph  Lemmo,  dated April 11,  1996,  (incorporated  by  reference to
     Exhibit 2.6 to Form 8-K of Continental Waste Industries, Inc. filed on July
     15, 1996, Commission File No. 0-22602).


b)   Reports on Form 8-K:

     On July 12,  1996,  the  Company  filed a report on Form 8-K under "Item 2.
     Acquisition or Disposition of Assets", "Item 5. Other Events", and "Item 7.
     Financial  Statements and Exhibits".  The historical and proforma financial
     information required under "Item 7. Financial Statements and Exhibits" were
     filed on Form 8-K Amendment No. 1 on August 9, 1996.

                                      -23-

<PAGE>


                                    SIGNATURE



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


Date:    December   , 1996



                     By:      /s/ Michael J. Drury
                                MICHAEL J. DRURY

                             SENIOR VICE PRESIDENT,
                             CHIEF FINANCIAL OFFICER and
                             PRINCIPAL FINANCIAL OFFICER





                                      -24-