SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A
                                 AMENDMENT NO. 2

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

For the quarterly period ended June 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

14,879,248  shares of Common Stock,  $0.0006 par value,  were  outstanding as of
August 7, 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
     June 30, 1996 and December 31, 1995.........................3


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


   Condensed Consolidated Statements of Income for
     Six Months Ended June 30, 1996 and 1995.....................5


   Condensed Consolidated Statements of Cash Flows for
     Six Months Ended June 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...........11


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K........................15



SIGNATURE........................................................17

                                       -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)
                                                        June 30,    December 31,
                                                          1996         1995
                                                       ----------   ------------
                                     ASSETS
Current assets
  Cash and cash equivalents........................  $   1,106,157  $  3,483,154
  Accounts and notes receivable - net..............     10,668,314     8,169,121
  Other current assets.............................      4,519,947     2,835,588
                                                       -----------   -----------

Total current assets...............................     16,294,418    14,487,863
Landfill, property and equipment - net.............     95,023,179    83,081,324
Excess cost over the fair value of net
    assets acquired - net..........................     14,522,505    14,614,475
Other assets.......................................     13,278,100    12,037,669
                                                       -----------   -----------

Total assets.......................................   $139,118,202  $124,221,331
                                                      ============  ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Notes payable and current maturities
    of long-term debt.............................. $   2,191,834  $  4,646,241
  Accounts payable.................................     2,315,681     2,543,768
  Other accrued liabilities........................     9,267,170     9,287,339
                                                      -----------    -----------

Total current liabilities..........................    13,774,685    16,477,348
Long-term debt, less current maturities............    31,725,789    20,774,991
Accrued landfill closure costs, less
    current portion................................     6,846,035     6,748,474
Other long-term liabilities........................    11,486,423     9,949,265
Stockholders' equity:
  Common stock, $.0006, authorized 40,000,000
   shares 14,323,123 and 14,089,742 shares issued
    in 1996 and 1995, respectively.................         8,594         8,454
  Additional paid-in capital.......................    65,167,272    63,063,241
  Retained earnings................................    10,581,503     7,671,657
  Treasury stock (79,375 common shares at cost)....     (472,099)     (472,099)
                                                      -----------    -----------


Total stockholders' equity.........................    75,285,270    70,271,253
                                                      -----------    -----------

Total liabilities and stockholders' equity.........  $139,118,202  $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
                                                             June 30,
                                                    -------------------------
                                                                   (Restated-
                                                                   See Note 1)
                                                       1996           1995
                                                    -----------   -----------

Revenue............................................  $16,254,478  $10,769,885
Costs and expenses:
  Operating expenses...............................    8,819,937    4,704,522
  General and administrative expenses..............    2,209,271    1,970,253
  Depreciation and amortization....................    2,467,447    1,398,791
                                                     -----------   ----------

Income from operations.............................    2,757,823    2,696,319
                                                     -----------   ----------
Other income (expenses):
  Interest expense, net............................    (492,713)    (598,419)
  Other, net.......................................      470,415     (91,341)
                                                     -----------   ----------
    Other income (expenses), net...................     (22,298)    (689,760)
                                                     -----------   ----------
Income before income taxes and minority interest
   in subsidiaries.................................    2,735,525    2,006,559
Provision for income taxes.........................  (1,143,044)    (842,832)
                                                     -----------   ----------

Net income......................................... $  1,592,481 $  1,163,727
                                                    ============ ============
Earnings per share.................................        $0.11        $0.10
                                                    ============ ============


  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)

                                                        Six Months Ended
                                                            June 30,
                                                    -----------------------
                                                                 (Restated-
                                                                 See Note 1)
                                                         1996         1995
                                                    -----------  ----------

Revenue...........................................  $30,188,957  $20,478,298
Costs and expenses:
  Operating expenses..............................   16,258,761    9,376,272
  General and administrative expenses.............    3,706,738    3,500,435
  Depreciation and amortization...................    4,755,739    2,758,981
                                                    -----------   ----------
Income from operations............................    5,467,719    4,842,610
                                                    -----------   ----------
Other income (expenses):
  Interest expense, net...........................    (926,118)  (1,127,169)
  Other, net......................................      440,358    (171,071)
                                                    -----------   ----------
    Other income (expenses), net..................    (485,760)  (1,298,240)
                                                    -----------   ----------
Income before income taxes........................    4,981,959    3,544,370
Provision for income taxes........................  (2,072,113)  (1,508,313)
                                                    -----------   ----------
Net income........................................ $  2,909,846  $ 2,036,057
                                                   ============  ===========
Earnings per share................................        $0.20        $0.18
                                                   ============  ===========

  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)
                                                        Six Months Ended
                                                            June 30,
                                                     -------------------------
                                                                   (Restated-
                                                                   See Note 1)
                                                          1996         1995
                                                      ----------  ------------
Cash flows from operating activities:
  Net income.......................................   $2,909,846    $2,036,057
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization..................    4,755,739     2,758,981
  Changes in operating assets and liabilities, net
    of effect of acquired businesses:
    Accounts and notes receivables, net............  (2,439,776)   (1,284,921)
    Other current assets...........................  (1,602,652)     (537,661)
    Accounts payable...............................    (283,109)     (543,353)
    Other current liabilities......................    (774,082)        97,226 
    Other long-term liabilities....................    1,655,929       860,826
    Other long-term assets.........................  (2,259,107)     (470,584)
                                                      ----------  ------------
  Net cash provided by operating activities........    1,962,788     2,916,571
                                                      ----------  ------------
Cash flows from investing activities:
    Proceeds from sale of Mexico operations........    2,574,089             -
    Capital expenditures........................... (10,380,871)  (10,104,903)
    Cash paid for businesses, net of cash acquired.  (3,400,240)   (1,065,755)
    Cash paid for common and preferred stock of
       minority interest...........................            -     (669,824)
    Cash held in escrow............................    (548,800)     (937,571)
                                                      ----------  ------------
  Net cash used in investing activities............ (11,755,822)  (12,778,053)
                                                      ----------  ------------
Cash flows from financing activities:
    Net borrowings under revolving line of credit..   10,600,000    32,450,000
    Issuance of long-term debt.....................    2,063,357       263,054
    Payments on long-term debt.....................  (5,245,157)  (23,176,035)
    Deferred financing costs paid..................            -     (716,871)
    Issuance of common stock.......................       69,598       305,479
    Purchase of treasury stock.....................            -     (365,550)
    Exercise of warrants for common stock..........            -       218,715
    Other..........................................     (71,761)             -
                                                      ----------  ------------
  Net cash provided by financing activities........    7,416,037     8,978,792
                                                      ----------  ------------
Net decrease in cash and cash equivalents..........  (2,376,997)     (882,690)
Cash and cash equivalents, beginning of year.......    3,483,154     4,677,237
                                                      ----------  ------------
Cash and cash equivalents, end of period...........   $1,106,157    $3,794,547
                                                      ==========   ===========

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

                                       -6-

<PAGE>
               CONTINENTAL WASTE INDUSTRIES, INC. AND 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 six months  ended June 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.
("the Company's") 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. 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 4/5ths 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 six
months ended June 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              $2,983,937       $3,500,435
Income from operations                             5,359,108        4,842,610
Net income                                         2,337,898        2,036,057
Earnings per share                                      0.20             0.18

The  restatement's   effect  on  total  stockholders'  equity was a decrease of
$1,773,721 to $70,271,253 to 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  June  30,  1996,
respectively.

Note 2 - Business Combinations and Disposition
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 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. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 2 - Business Combinations and Disposition (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, and a 120-day disposal  contract
for 500 tons of waste per day,  with a right of first refusal to the Company for
a long-term extension.

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 decided to suspend  operations at its Prichard,  West
Virginia landfill. The Company is evaluating whether to re-open or to dispose of
the facility.  The Company recorded a pre-tax charge of  approximately  $500,000
for this suspension of operations.  This charge consisted  primarily of $350,000
of costs related to closure and  post-closure  of the facility and other related
closing costs and $150,000 of identified severance and miscellaneous costs.

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

Note 3 - Earnings Per Share

Earnings per share for the three and six months ended June 30, 1996 and 1995 was
based on the following:
<TABLE>
<CAPTION>
                                               Three Months Ended        Six Months Ended
                                            ------------------------ ----------------------
                                             6/30/96     6/30/95      6/30/96     6/30/95
                                           ---------   ---------    ----------  -----------
<S>                                         <C>         <C>          <C>         <C> 
Weighted average common and common
   equivalent shares:
    Shares outstanding..................... 14,229,000  10,433,000   14,123,000  10,387,000
    Dilutive stock options and warrants....    633,000     781,000      596,000     781,000
    Contingent shares and options related
      to the Victory acquisition...........          -     103,000            -     103,000
                                            ----------  ----------   ---------   ----------
                                            14,862,000  11,317,000   14,719,000  12,271,000
                                            ==========  ==========   ==========  ==========
</TABLE>
                      
                                       -8-

<PAGE>



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

Note 4 - Supplemental Cash Flows Disclosure



                                                     Six Months Ended
                                                         June 30,
                                                ---------------------------
                                                   1996              1995
                                                ----------        ----------

Cash paid during the period for:
  Interest, net of interest capitalized........ $1,059,352        $1,416,311
                                                ==========        ==========
  Income taxes................................  $1,071,521        $1,233,011
                                                ==========        ==========
Business acquisitions:
  Shares issued................................ $2,091,039       $    96,688
  Notes issued to sellers......................          -           244,284
  Cash paid....................................  3,400,240         1,065,755
                                                ----------       -----------
    Total consideration paid...................  5,491,279         1,406,727
    Assets received............................  7,102,252         2,276,513
                                                ----------        ----------
    Liabilities assumed........................ $1,610,973        $  869,786
                                                ==========        ==========


Note 5 - Other Information

Selected balance sheet account disclosures follow:


                                                   June 30,    December 31,
                                                     1996         1995
                                                 -----------   ------------

Allowance for doubtful accounts................. $  580,339    $   396,000
                                                 ==========    ===========

Accumulated depreciation and amortization of
  property and equipment........................$18,102,889    $14,215,696
                                                ===========    ===========

Accumulated amortization of excess cost over
  the fair value of net assets acquired.........$ 1,671,678    $ 1,395,054
                                                ===========    ===========

                                       -9-

<PAGE>


               CONTINENTAL WASTE INDUSTRIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
Note 6 - Debt

In the first  quarter of 1996,  the Company  and its lenders  amended the Credit
Facility effective as of January 1, 1996 with covenants effective as of December
31, 1995. 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 June 30, 1996,  $37.9  million of unused
credit  under this  facility  remained  available.  Borrowings  under the Credit
Facility bore a weighted average interest rate of 6.97% on outstanding  loans as
of June 30, 1996.

In April 1996,  the Company  entered into a $10.0 million  facility with Bank of
America 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 June 30, 1996, $8.3 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 June 30,
1996, the outstanding borrowings bore a weighted average interest rate of 8.48%.

Note 7 - 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.
The  effect of the change in the  second  quarter  and first half of 1996 was to
decrease   amortization   expense  by   approximately   $50,000   and   $84,000,
respectively.

Note 8 - Subsequent Events

On  July  1,  1996,   the  Company   completed  its   acquisition  of  Statewide
Environmental  Contractors,   Inc.  and  its  affiliated  companies,   Recycling
Industries,  Inc. and Lomac Realty (the  "Acquisition").  These three  companies
have combined  revenues of approximately  $12 million and all are engaged in the
waste management business in central New Jersey.

The Company paid $6.7  million in cash,  issued  555,512  Shares and issued $3.0
million in Notes  payable to the Sellers for the  Acquisition.  The Company will
record this  transaction  as a purchase.  The cash portion of the purchase price
was paid using proceeds of an advance under the Company's Credit Facility.

Owing to the length of time required to obtain regulatory approval, the Company
does not anticipate closing on any acquisitions until after the consummation of
the Republic merger.
                                      -10-

<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, 9 waste collection operations,  14
transfer stations and 4 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 31 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 4/5ths 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.

Results of Operations

Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995

Revenue:
Revenue  increased  by $5.5  million,  or 50.9%,  from  $10.8  million  to $16.3
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, as well as same
store growth in waste collection.

Operating Expenses:
Operating  expenses  increased by $4.1 million from $4.7 million to $8.8 million
and increased as a percentage of revenue from 43.7% to 54.3%, respectively.  The
percentage  increase  was  primarily  due to  acquired  hauling  and  collection
companies and a recycling  facility which have  significantly  higher  operating
costs  compared  with  landfill  operations.  The same  store  waste  collection
operations  also  experienced  increased  operating  expenses as a percentage of
revenue due primarily to higher than anticipated  costs  principally  related to
operating  labor and collection  route  conversions  and  rerouting.  The dollar
increase was primarily due to the above mentioned acquisitions.

General and Administrative Expenses:
General and  administrative  expenses increased by $.2 million from $2.0 million
to $2.2 million and  decreased as a percentage  of revenues from 18.3% to 13.6%.
The percentage  decrease was primarily  attributable to synergies  obtained with
the 1995 acquired companies.  The dollar increase was primarily due to the above
mentioned acquisitions.

                                      -11-

<PAGE>



Results of Operations (Continued)

Depreciation and Amortization Expenses:
Depreciation  and  amortization  expenses  increased by $1.1 million,  from $1.4
million  to  $2.5  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.

Interest Expense, Net:
Interest expense,  net of interest income was $493,000 for the second quarter of
1996 compared to $598,000 for the same period in 1995.  The decrease in interest
expense is primarily due to the paydown of the Company's  Credit Facility during
the fourth quarter of 1995 with the $30.1 million of net proceeds  received from
a public offering of Shares  completed in October 1995. The Company also amended
the Credit Facility in 1996, lowering the interest rate.

Other Income:
The  increase in other income in 1996 was  primarily  due to the partial sale of
the Company's common stock investment in Eastern  Environmental  Services,  Inc.
during the second quarter of 1996.

Provision for Income Taxes:
The  provision  for income  taxes  increased by $300,000  from  $843,000 to $1.1
million  as a result  of a  higher  income  level  partially  offset  by a lower
effective tax rate in 1996.

Net Income:
For  the  reasons  discussed  above,  the  Company's net income increased by $.4
million from $1.2 million to $1.6 million.



Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995

Revenue:
Revenue  increased  by $9.7  million,  or 47.4%,  from  $20.5  million  to $30.2
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, as well as same
store growth in waste collection.

Operating Expenses:
Operating  expenses increased by $6.9 million from $9.4 million to $16.3 million
and increased as a percentage of revenue from 45.8% to 53.9%, respectively.  The
percentage  increase  was  primarily  due to  acquired  hauling  and  collection
companies and a recycling  facility which have  significantly  higher  operating
costs  compared  with  landfill  operations.  The same  store  waste  collection
operations  also  experienced  increased  operating  expenses as a percentage of
revenue due primarily to higher than anticipated  costs  principally  related to
operating  labor and collection  route  conversions  and  rerouting.  The dollar
increase was primarily due to the above mentioned acquisitions.

General and Administrative Expenses:
General and  administrative  expenses increased by $.2 million from $3.5 million
to $3.7 million and decreased as a percentage of revenues from 17.1%  to  12.3%.
The percentage  decrease was primarily  attributable to synergies  obtained with
the 1995 acquired companies. The dollar increase was  primarily due to the above
mentioned acquisitions.

                                      -12-

<PAGE>



Results of Operations (Continued)

Depreciation and Amortization Expenses:
Depreciation  and  amortization  expenses  increased by $2.0 million,  from $2.8
million  to  $4.8  million.   The  increase  was  do  to  the  above   mentioned
acquisitions,   increased  capital  expenditures  and  increased  landfill  cell
amortization due to compliance with Subtitle D. Regulations.

Interest Expense, Net:
Interest  expense,  net of interest income was $1.1 million for the half of 1995
compared  to  $926,000  for the same  period in 1996.  The  decrease in interest
expense is primarily due to the paydown of the Company's  Credit Facility during
the fourth quarter of 1995 with the $30.1 million of net proceeds  received from
a public offering of Shares  completed in October 1995. The Company  experienced
lower  interest  rates in the first half of 1996  versus 1995  primarily  due to
replacing  higher interest debt with the Credit Facility and the January 1, 1996
amendment which also lowered interest rates.

Other Income:
The  increase in other income in 1996 was  primarily  due to the partial sale of
the Company's common stock investment in Eastern  Environmental  Services,  Inc.
during the second quarter of 1996.

Provision for Income Taxes:
The provision  for income taxes  increased  by $.6  million from $1.5 million to
$2.1 million  as a result  of  a  higher  income  level  partially  offset  by a
lower effective tax rate in 1996.

Net Income:
For the reasons  discussed  above,  the  Company's  net income  increased by $.9
million from $2.0 million to $2.9 million.


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 June 30,  1996,  the Company had working  capital of $2.5
million,  an increase of $4.5 million since  December 31, 1995, and its cash and
cash  equivalents  balance was $1.1  million.  The growth in working  capital is
primarily  attributable  to the  refinancing of short-term  debt with the Credit
Facility and increased accounts receivables due primarily to increased sales.

Cash Flow from Operating Activities:
During  the six  months  ended  June 30,  1996 and 1995,  net cash  provided  by
operating  activities  was $2.0  million and $2.9  million,  respectively.  This
decrease is primarily due to long-term assets and accounts receivable increasing
more in the first half of 1996 versus 1995. Long-term assets increased primarily
due to a $1.4 million loan to a Costa Rican company,  with an option to purchase
the same company, owning a quarry.  Additionally,  the Company spent $674,000 in
the  first  half of 1996  on its  landfill  development  project  in Gila  Bend,
Arizona.  The  Company filed a permit application in July 1996 with the Arizona 
Department of Environmental Quality  and  management  believes  a permit will be
issued by December 31, 1996. Partially  offsetting  these  effects  were  higher
earnings (excluding the effect of noncash  charges)  in the first half  of  1996
versus the same period in 1995.

Cash Flow from Investing Activities:
During the six months  ended June 30, 1996 and 1995,  the Company  made  capital
expenditures of approximately $10.4 million and $10.1 million, respectively, for
landfill  expansions  and  equipment   additions.   The  Company  expects  total
expenditures for 1996 will be approximately  $18.0 million to $20.0 million.  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.

                                      -13-

<PAGE>



Liquidity and Capital Resources (Continued)

In March 1996, the Company  purchased two construction and demolition  landfills
in central Florida for  approximately  $2.1 million in Shares (195,864) 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 will be combined  into the  Company's
Jamax division in Terre Haute, Indiana.

Cash Flow from Financing Activities:
Cash flows from financing  activities were  approximately  $7.4 million and $9.0
million for the first half of 1996 and 1995, respectively.  The decrease in cash
provided by financing activities was primarily due to decreased borrowing in the
first half of 1996 versus 1995.

In the first  quarter of 1996,  the Company  and its lenders  amended the Credit
Facility effective as of January 1, 1996 with covenants effective as of December
31, 1995. 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. 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 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 June 30,  1996,  $37.9
million of unused  credit under this  facility  remained  available.  Borrowings
under the Credit  Facility  bore a weighted  average  interest  rate of 6.97% on
outstanding loans as of June 30, 1996.

In  April  1996,  the  Company  entered  into  a  $10.0  million  facility  with
BankAmerica  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 June 30, 1996, $8.3 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 June 30, 1996, the outstanding borrowings bore a weighted average interest
rate of 8.48%.

As of June 30, 1996, the Company was in compliance  with all of its  restrictive
covenants under both the Credit Facility and the BankAmerica facility.

Owing to the length of  time required to obtain regulatory approval, the Company
does not anticipate closing  on any acquisitions until after the consummation of
the Republic merger.

Assuming the merger with  Republic is not  approved,  the Company  believes that
cash from operating  activities,  cash on hand,  additional borrowings under the
Credit  Facility  and issuance of  additional  debt 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 next two years.


                                      -14-

<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).

2.4  Agreement  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).

2.5  Override 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).

2.6  Non-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).

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).

                                      -15-

<PAGE>



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).

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 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).

10.5 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).

10.6 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).

                                      -16-

<PAGE>


10.7 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).

10.8 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.

     b)   Reports on Form 8-K:

          On April 24, 1996,  the Company filed a report on Form 8-K under "Item
          5. Other Events". No financial statements were filed.

          On May 22, 1996, the Company filed a report on Form 8-K under "Item 5.
          Other Events". No financial statements were filed.

          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.

                                      -17-

<PAGE>

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this Amendment No. 2 to Form 10-Q to be signed on its
behalf by the undersigned, thereunto duly authorized.


Date:    December 13, 1996



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

                                SENIOR VICE PRESIDENT,
                                CHIEF FINANCIAL OFFICER and
                                PRINCIPAL FINANCIAL OFFICER



                                      -18-