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 March 31, 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

14,225,433 shares of Common Stock, $0.0006 par value, were outstanding as of May
10, 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 for
        March 31, 1996 and December 31, 1995.................................3


      Condensed Consolidated Statements of Income for
        Three Months Ended March 31, 1996 and 1995...........................4


      Condensed Consolidated Statements of Cash Flows for
        Three Months Ended March 31, 1996 and 1995...........................5


      Notes to Condensed Consolidated Financial Statements...................6


Item 2  Management's Discussion and Analysis of
            Financial Condition and Results of Operations...................10




PART II.  OTHER INFORMATION

Item 6  Exhibits and Reports on Form 8-K....................................13



SIGNATURE...................................................................15

                                     -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)
                                                     March 31,    December 31,
                                                        1996          1995
                                                   ------------   ------------
                                    ASSETS
Current assets
  Cash and cash equivalents.......................   $  1,924,060  $  3,483,154
  Accounts and notes receivable - net.............      8,860,895     8,169,121
  Other current assets............................      3,476,738     2,835,588
                                                     ------------  ------------

Total current assets..............................     14,261,693    14,487,863
Landfill, property and equipment - net                 89,396,263    83,081,324
Excess cost over the fair value of net assets
 acquired - net...................................     13,365,285    14,614,475
Other assets......................................     14,841,772    12,037,669
                                                     ------------  ------------

Total assets......................................   $131,865,013  $124,221,331
                                                     ============  ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Notes payable and current maturities of long-term
    debt...........................................  $ 2,580,620   $  4,646,241
  Accounts payable................................     2,933,532      2,543,768
  Other accrued liabilities.......................     7,630,361      9,287,339
                                                    ------------   ------------

Total current liabilities.........................     13,144,513    16,477,348
Long-term debt, less current maturities...........     27,488,338    20,774,991
Accrued landfill closure costs, less current portion    6,970,062     6,748,474
Other long-term liabilities.......................     10,623,374     9,949,265
Stockholders' equity:
  Common stock, $.0006, authorized 40,000,000 shares,
   14,286,572 and 14,089,742 shares issued in 1996
   and 1995, respectively ........................          8,572         8,454
  Additional paid-in capital......................     65,113,231    63,063,241
  Retained earnings...............................      8,989,022     7,671,657
  Treasury stock (79,375 common shares at cost)...      (472,099)     (472,099)
                                                     ------------  ------------
Total stockholders' equity........................     73,638,726    70,271,253
                                                     ------------  ------------
Total liabilities and stockholders' equity........   $131,865,013  $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
                                                             March 31,
                                                   -----------------------------
                                                                     (Restated-
                                                                     See Note 1)
                                                        1996            1995
                                                   --------------   ------------

Revenue...........................................    $13,934,479     $9,708,413
Costs and expenses:
  Operating expenses..............................      7,438,824      4,671,750
  General and administrative expenses.............      1,497,467      1,530,182
  Depreciation and amortization...................      2,288,292      1,360,190
                                                      -----------    -----------

Income from operations............................      2,709,896      2,146,291
                                                      -----------    -----------
Other income (expenses):
  Interest expense................................      (456,200)      (579,190)
  Other, net......................................        (7,262)      ( 29,290)
                                                      -----------    -----------

    Other income (expenses), net..................      (463,462)      (608,480)
                                                      -----------    -----------

Income before income taxes........................      2,246,434      1,537,811
Provision for income taxes........................      (929,069)      (665,482)
                                                      -----------    -----------

Net  income........................................    $1,317,365     $  872,329
                                                       ==========     ==========
Earnings per share.................................         $0.09          $0.08
                                                       ==========     ==========


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 Cash Flows
                                  (Unaudited)
                                                           Three Months Ended
                                                                March 31,
                                                          ----------------------
                                                                     (Restated-
                                                                     See Note 1)
                                                            1996        1995
                                                        ------------  ----------

Cash flows from operating activities:
  Net income...........................................   $1,317,365  $  872,329
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization......................    2,288,292   1,360,190
  Changes in operating assets and liabilities, net
    of effect of acquired businesses:
    Accounts and notes receivables, net................    (632,357)   (111,579)
    Other current assets...............................    (668,239)   (265,801)
    Accounts payable...................................      334,742      24,896
    Other current liabilities..........................  (1,746,895) (1,146,634)
    Other long-term liabilities........................      916,907     355,383
    Other long-term assets.............................  (3,556,577)   (805,837)
                                                         -----------  ----------
  Net cash (used in) provided by operating activities..  (1,746,762)     282,947
                                                         -----------  ----------
Cash flows from investing activities:
    Proceeds from sale of Mexico operations............    2,574,089           -
    Capital expenditures...............................  (3,847,869) (3,922,874)
    Cash paid for businesses, net of cash acquired.....  (2,067,150)           -
    Cash paid for common and preferred stock of
       minority interest                                           -   (368,490)
                                                         -----------  ----------
  Net cash used in investing activities................  (3,340,930) (4,291,364)
                                                         -----------  ----------
Cash flows from financing activities:
    Net borrowings under revolving line of credit......    8,200,000  25,000,000
    Issuance of long-term debt.........................      264,700      14,039
    Payments on long-term debt.........................  (4,895,165)(21,775,179)
    Exercise of warrants for common stock..............            -     218,715
    Other..............................................     (40,937)           -
                                                          ----------  ----------
  Net cash provided by financing activities............    3,528,598   3,457,575
                                                         -----------  ----------

Net decrease in cash and cash equivalents..............  (1,559,094)   (550,842)
Cash and cash equivalents, beginning of year...........    3,483,154   4,677,237
                                                         -----------  ----------

Cash and cash equivalents, end of period...............   $1,924,060  $4,126,395
                                                          ==========  ==========



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

                                     -5-

<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 months ended March 31, 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.  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
three months ended March 31, 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              $1,271,933       $1,530,182
Income from operations                             2,404,540        2,146,291
Net income                                         1,023,250          872,329
Earnings per share                                      0.09             0.08

The  restatement's   effect  on  total  stockholders'  equity was a 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  $4,104,249  as  of  December  31,  1995  and  March  31,  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 $45 million
credit facility (the "Credit  Facility") with LaSalle  National Bank ("LNB") and
issuing $2.0 million of notes payable to the sellers.

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.
                                     -6-
<PAGE>

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

Note 2 - Business Combinations and Disposition (Continued)

In March 1996, the Company  purchased two construction and demolition  landfills
in central Florida for approximately  $2.1 million in Shares and $2.1 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.

On March 29, 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.


Note 3 - Earnings Per Share

Earnings  per share for the three months ended March 31, 1996 and 1995 was based
on the following:

                                                         Three Months Ended
                                                        ------------------

                                                         3/31/96    3/31/95
                                                        --------   --------

Weighted average common and common equivalent shares:
  Shares outstanding................................... 14,017,000 10,326,000
  Dilutive stock options and warrants..................    560,000    779,000
  Contingent shares and options related
    to the Victory acquisition.........................          -    199,000
                                                        ---------- ----------
                                                        14,577,000 11,304,000
                                                        ========== ==========

                                     -7-

<PAGE>

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

Note 4 - Supplemental Cash Flows Disclosure


                                                          Three Months Ended
                                                               March 31,
                                                       -----------------------
                                                           1996         1995
                                                       ----------   -----------

Cash paid during the period for:
  Interest, net of interest capitalized............... $  496,345   $   541,410
                                                       ==========   ===========
  Income taxes........................................ $  887,584   $ 1,225,511
                                                       ==========   ===========
Business acquisitions:
  Shares issued....................................... $2,091,039   $        -
  Cash paid...........................................  2,067,150            -
                                                       ----------   -----------
    Total consideration paid..........................  4,158,189            -
    Assets received...................................  5,476,438            -
                                                       ----------   -----------
    Liabilities assumed............................... $1,318,249   $        -
                                                       ==========   ===========

Note 5 - Other Information

Selected balance sheet account disclosures follow:
                                                        March 31,   December 31,
                                                           1996         1995
                                                       -----------  ------------
Allowance for doubtful accounts....................... $   419,000  $   396,000
                                                       ===========  ===========
Accumulated depreciation and amortization of
  property and equipment.............................. $16,064,137  $14,215,696
                                                       ===========  ===========
 Accumulated amortization of excess cost over
  the fair value of net assets acquired............... $ 1,506,051  $ 1,395,054
                                                       ===========  ===========

                                    -8-

<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. The Credit  Facility now 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.  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 $10.0  million.  The  Company  will also pay a 0.5% fee on the
average  unused  portion of the Credit  Facility.  As of March 31,  1996,  $15.4
million of unused  credit under this  facility  remained  available.  Borrowings
under the Credit  Facility  bore a weighted  average  interest  rate of 7.03% on
outstanding loans as of March 31, 1996.

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  first  quarter  of  1996  was to  decrease
amortization expense by approximately $34,000.

Note 8 - Subsequent Events

In April 1996,  the Company  entered into a $10.0 million  facility with Bank of
America 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. Such  borrowings will bear interest at the prevalent  market rates. As
of May 3, 1996,  the effective  interest rate would be a range between 8.31% and
8.49%.

In April  1996,  the  Company  entered  into a contract  to  purchase  Statewide
Environmental  Contractors,  Inc. (a central  New Jersey  waste  collection  and
transfer/recycling operation) with approximate annual revenues of $13.0 million.
The acquisition is expected to close by June 3, 1996.

Additionally,  the Company has entered  into  definitive  agreements  to acquire
several waste hauling,  transfer and recycling  operations in New Jersey,  and a
Class III  construction  and demolition site in North Central  Florida  combined
with approximate annual revenues of $18.5 million.

                                     -9-

<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, 8 waste collection operations,  13
transfer stations and 3 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 29 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.


Results of Operations

Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995

Revenue:
Revenue increased by $4.2 million, or 43.5%, from $9.7 million to $13.9 million.
The  increase in revenue was  primarily  due to several 1995  acquisitions:  two
hauling and collection companies in the second quarter and two hauling companies
and a  recycling  facility in the third  quarter of 1995,  and a landfill in the
fourth quarter of 1995 as well as same store growth in waste collection.

Operating  Expenses:
Operating  expenses  increased by $2.7 million from $4.7 million to $7.4 million
and increased as a percentage of revenue from 48.1% to 53.4%, 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 the severe  weather  conditions  experienced  in the
eastern half of the United States.  The dollar increase was primarily due to the
above mentioned acquisitions.

General and Administrative Expenses:
General  and  administrative  expenses  remained  constant  at $1.5  million and
decreased  as a  percentage  of  revenues  from 15.8% to 10.8%.  The  percentage
decrease was primarily attributable to synergies obtained with the 1995 acquired
companies.

Depreciation and Amortization Expenses:
Depreciation and amortization expenses increased by $928,000,  from $1.4 million
to $2.3 million.  The increase was do to the above  mentioned  acquisitions  and
increased capital expenditures.

Interest  Expense:
Interest expense was $579,000 for the first quarter of 1995 compared to $456,000
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.  The Company also experienced  lower interest rates in the first quarter
of 1996 versus 1995 since entering the Credit Facility.

                                     -10-

<PAGE>

Results of Operations (continued)


Provision for Income Taxes:
The provision  for income taxes  increased by $264,000 from $665,000 to $929,000
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 $445,000
from $872,000 to $1.3 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 March 31, 1996,  the Company had working  capital of $1.1
million,  an increase of $3.1 million since  December 31, 1995, and its cash and
cash  equivalents  balance was $1.9  million.  The growth in working  capital is
primarily  attributable  to the  refinancing of short-term  debt with the Credit
Facility.

Cash Flow from Operating Activities:
During  the three  months  ended  March 31,  1996 and 1995,  net cash  (used in)
provided by operating activities was ($1.7) million and $283,000,  respectively.
This  decrease is  primarily  due to long-term  assets and  accounts  receivable
increasing  more in the first  quarter  of 1996  versus  1995 and other  current
liabilities  decreasing more in the first quarter 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 loaned $700,000 to a current  employee who was the previous owner of one
of the  construction  and demolition  landfills  purchased in central Florida in
March, 1996.  Partially offsetting these effects were higher earnings (excluding
the effect of noncash charges) in the first three months of 1996 versus the same
period in 1995.

Cash Flow from Investing Activities:
During the three months ended March 31, 1996 and 1995,  the Company made capital
expenditures of approximately $3.8 million and $3.9 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.

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

Cash Flow from Financing Activities:
Cash flows from financing  activities were  approximately  $3.5 million for both
the first three months of 1996 and 1995.

                                     -11-

<PAGE>



Liquidity and Capital Resources (Continued)

In the first  quarter of 1996,  the Company  and the lenders  amended the Credit
Facility effective as of January 1, 1996 with covenants effective as of December
31, 1995. The Credit  Facility now 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.  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 $10.0  million.  The  Company  will also pay a 0.5% fee on the
average  unused  portion of the Credit  Facility.  As of March 31,  1996,  $15.4
million of unused  credit under this  facility  remained  available.  Borrowings
under the Credit  Facility  bore a weighted  average  interest  rate of 7.03% on
outstanding loans as of March 31, 1996.

In April 1996,  the Company  entered into a $10.0 million  facility with Bank of
America 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. Such  borrowings will bear interest at the prevalent  market rates. As
of May 3, 1996,  the effective  interest rate would be a range between 8.31% and
8.49%, respectively.

As of March 31, 1996, the Company was in compliance  with all of its restrictive
covenants.

The  Company  believes  that  cash  from  operating  activities,  cash on  hand,
additional  borrowings under the Credit  Facility,  issuance of additional debt,
and access to capital markets, including public and private placement offerings,
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.


                                     -12-

<PAGE>
                          PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

      a)  None.

Exhibit                                                               Sequential
Number                 Document Description                              Page
                                                                        Number
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).

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).

b)   Reports on Form 8-K:

     On January 10, 1996,  the Company filed a report on Form 8-K under "Item 5.
     Other Events". No financial statements were filed.
                                     -13-

<PAGE>

                                   SIGNATURE


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report 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 AND
                                        CHIEF FINANCIAL OFFICER


                                     -14-