=================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q
(MARK ONE)
   |X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
            EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

                                       OR

  | |      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
           EXCHANGE ACT OF 1934


             FOR THE TRANSITION PERIOD ________________ TO _______________

                          COMMISSION FILE NUMBER 0-9278


                              GEOWASTE INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


STATE OF INCORPORATION:  DELAWARE        I.R.S. EMPLOYER ID. NO. 36-2751684


                         SUITE 700, 100 WEST BAY STREET
                             JACKSONVILLE, FL 32202
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (904) 353-5033
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

     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  |  |

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     Common Stock, $0.10 Par Value, 21,286,549 shares outstanding as of May 8,
1998.

==============================================================================
<PAGE>


                                TABLE OF CONTENTS

                                                                        PAGE
                          PART I: FINANCIAL INFORMATION

ITEM I:           FINANCIAL STATEMENTS (Unaudited)

Consolidated Balance Sheets.............................................2-3

Consolidated Statement of Operations......................................4

Consolidated Statement of Cash Flows......................................5

Notes to Consolidated Financial Statements..............................6-8


ITEM 2:     Management's Discussion and Analysis of Financial
            Condition and Results of Operations........................9-11


                           PART II: OTHER INFORMATION

ITEM 1:     LEGAL PROCEEDINGS............................................12

ITEM 2:     CHANGES IN SECURITIES........................................12

ITEM 3:     DEFAULTS UPON SENIOR SECURITIES..............................12

ITEM 4:     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........12

ITEM 5:     OTHER INFORMATION............................................12

ITEM 6:     EXHIBITS AND REPORTS ON FORM 8-K.............................12

Signatures...............................................................13

<PAGE>

                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                               March 31, 1998        December 31, 1997
                        Assets                                 --------------        -----------------
                                                                (Unaudited)
   Current assets:
      <S>                                                    <C>                    <C>         
       Cash and cash equivalents                              $  1,010,576           $    738,790
       Accounts receivable, net of  
         allowance of $348,000 in 1998 $269,000 in 1997          3,207,211              2,449,994
       Income tax receivable                                       321,295                416,196
       Prepaid expenses                                            523,472                376,154
       Deferred tax asset                                          140,000                140,000
                                                                 ---------              ---------
               Total current assets                              5,202,554              4,121,134
                                                                 ----------             ---------

   Property and equipment:
       Land, primarily disposal site                            15,189,096             13,125,733
       Building and improvements                                   616,211                605,441
       Vehicles and equipment                                   11,369,150             11,910,630
       Construction in progress                                    853,272              2,382,807
                                                                ----------              ---------
                                                                28,027,729             28,024,611
       Less:  accumulated depreciation                         (12,313,920)           (11,535,911)        
                                                               ------------           ------------
       Net property and equipment                               15,713,809             16,488,700
                                                               ------------           -----------

   Other assets:
       Cost in excess of net assets of 
         acquired businesses, net of
         amortization                                           11,103,525             11,195,943
       Funds held in escrow                                        236,328                236,328
       Other                                                        11,878                 66,794
                                                                ----------             ----------
       Total other assets                                       11,351,731             11,499,065
                                                                ----------             ----------
         Total assets                                          $32,268,094            $32,108,899
                                                                ===========            ===========


     The accompanying notes are an integral part of the consolidated financial
statements.

</TABLE>

<PAGE>
                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                   March 31, 1998          December 31, 1997
             Liabilities and Stockholders' Equity                  --------------          -----------------
                                                                    (Unaudited)
   Current liabilities:
<S>                                                                 <C>                    <C>         
      Current maturities of long-term debt                          $ 1,264,978            $  1,341,439
      Current portion of accrued royalties                              231,139                 231,139
      Accounts payable                                                1,347,334               1,029,944
      Accounts payable to related party                                    -                    306,037
      Accrued payroll                                                   190,731                 134,457
      Accrued fees                                                      195,109                 290,979
      Accrued other                                                     372,963                 246,249
      Deferred revenue                                                  705,181                 753,248
                                                                      ---------               ---------
                 Total current liabilities                            4,307,435               4,333,492
                                                                      ---------               ---------
   Long-term obligations, less current maturities                     8,291,155               8,531,395
      Accrued Royalties, less current portion                           434,410                 499,783
      Closure and post closure obligations                            2,134,705               2,047,815
      Deferred tax liability                                            895,000                 791,000
                                                                     ----------               ----------
          Total liabilities                                          16,062,705              16,203,485
                                                                     ----------              ----------

   Stockholders' equity:
      Preferred stock, authorized 5,000,000  
        shares, $.01 par value; none issued or outstanding                -                      -
      Common stock, authorized 50,000,000  shares, $.10 par value;
        issued and  outstanding
                21,286,549 shares in 1998
                 and 21,286,549 shares in 1997                         2,128,655               2,128,655
                                                        
            Additional paid-in capital                                13,231,202             13,231,202
            Retained earnings                                            845,532                545,557
                                                                      ----------            -----------
            Total stockholders' equity
                                                                      16,205,389             15,905,414
                                                                      ----------             ----------
            Total liabilities and                                   $ 32,268,094           $ 32,108,899
            stockholders' equity                                    ============           ============




 The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                         MARCH 31,
                                                                 1998                     1997
                                                                 -----                    ----

<S>                                                            <C>                   <C>        
  Net revenues                                                 $ 6,120,711           $ 4,877,556

  Cost and expenses:
    Operating                                                    4,272,565             3,207,127
    Unusual charges                                                   -                1,083,000
    Strategic Review Costs                                          50,000                 -
    Selling, general and administrative                            978,987               892,165
    Amortization of intangibles                                     92,417                71,006
                                                                ----------            ----------


  Income (loss) from operations                                    726,742              (375,742)

  Other income (expense):
    Other income, primarily interest                                 4,554                18,576
    Interest expense                                              (198,321)             (137,351)
                                                               -----------           ------------ 

  Income (loss) before income taxes                                532,975              (494,517)

    Income tax provision                                           233,000                13,000
                                                               -----------            ----------

    Net income (loss)                                           $  299,975            $ (507,517)
                                                                ==========            ========== 

    Basic earnings (losses) per common share                    $     0.01            $    (0.02)
                                                                ==========            ========== 

    DILUTED EARNINGS (LOSSES) PER COMMON SHARE                  $     0.01            $    (0.02)
                                                                ==========            ========== 



 The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                      MARCH 31,
                                                                            1998                     1997
                                                                            -----                    ----
     Cash flows from operating activities:
<S>                                                                      <C>                     <C>        
        Net income (loss)                                                $  299,975              $ (507,517)

        Adjustments to reconcile net
        income (loss) to net cash
        provided by (used in) operating
        activities:
        Depreciation and amortization                                     1,116,398                  855,700
        Provision for doubtful accounts                                      99,000                   33,000
        Goodwill writeoff                                                     -                      436,000
        Impairment of property                                                -                      201,000
        Non cash closure costs                                               86,890                   66,979
        Loss (gain) on sale of equipment                                      9,948                   (1,663)
        Deferred taxes                                                      104,000                   13,000
          Changes in assets and liabilities:
        Accounts receivable                                                (761,316)                (485,628)
        Prepaid expenses                                                   (147,318)                 (51,125)
        Accounts payable and accrued liabilities                             64,425               (1,128,219)
        Deferred revenue                                                    (48,067)                (223,652)
                                                                         -----------              -----------
          Net cash provided by (used in)
          operating activities                                              823,935                 (792,125)
                                                                         ----------               ----------

          Cash flows from investing activities:
        Additions to property and equipment                                (697,760)                (814,666)
        Proceeds from the sale of equipment                                 433,479                   16,300
        Acquisition of business, net of cash acquired                          -                    (296,171)
                                                                         -----------              -----------
          Net cash used in investing activities                            (264,281)              (1,094,537)
                                                                         -----------              -----------

          Cash flows from financing activities:
        Proceeds from exercise of stock options                                -                      23,558
        Proceeds from issuance of debt                                      100,000                     -
        Payment of debt and capital lease obligations                      (387,868)                (352,181)
                                                                         -----------              -----------
          Net cash used in financing activities                            (287,868)                (328,623)
                                                                         -----------              -----------

          Increase (decrease) in cash and 
            cash equivalents                                                271,786               (2,215,285)
        Cash and cash equivalents, beginning of period                      738,790                3,058,067
                                                                       ------------             -------------
        Cash and cash equivalents, end of period                       $  1,010,576              $   842,782
                                                                       ============              ===========

----------------------------
Note: See Note 4 for supplemental cash flow information

 The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>

<PAGE>
                     GEOWASTE INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1)       BASIS OF PRESENTATION

         In the opinion of management, the accompanying unaudited consolidated
financial statements reflect all adjustments, including normally recurring
accruals, necessary to present fairly the financial condition and results of
operations of GeoWaste Incorporated (the "Company") for and as of the periods
and dates indicated. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted in accordance with the
rules of the Securities and Exchange Commission. Operating reports for interim
periods are not necessarily indicative of the results that can be expected for a
full year. These financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.

2)       EARNINGS (LOSSES) PER SHARE

         The following is the reconciliation of the numerator and denominator of
the basic and diluted earnings (losses) per share for the three months ended
March 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                     Income               Shares           Per Share
          March 31, 1998                                           (Numerator)        (Denominator)          Amounts
         ----------------------------------------------------- ------------------- -------------------- ----------------
          Basic earnings per share
<S>                                                                 <C>                 <C>                  <C>   
          Income available to common stockholders                   $299,975            21,286,549           $ 0.01

          Effect of dilutive securities
          Options and warrants                                         --               1,738,155
                                                               ------------------- -------------------- ----------------
          Dilutive earnings per share
          Income available to common stockholders
          and assumed conversions                                   $299,975            23,024,704           $ 0.01
                                                               =================== ==================== ================
</TABLE>

         Options and warrants to purchase 587,254 shares of common stock at
prices ranging from $1.75 to $2.75 were outstanding during the first quarter of
1998 but were not included in the computation of diluted earnings per share
since the exercise price was greater than the average stock price during the
first quarter of 1998.


<TABLE>
<CAPTION>
                                                                     Income               Shares           Per Share
          March 31, 1997                                           (Numerator)        (Denominator)          Amounts
         ----------------------------------------------------- ------------------- -------------------- ----------------

          Basic losses per share
<S>                                                                 <C>                 <C>                  <C>   
          Losses available to common stockholders                $  (507,517)           21,141,262            $ (0.02)
          Effect of dilutive securities                                --                   --
                                                               ------------------- -------------------- ----------------

          Dilutive losses per share
          Losses available to common
          stockholders and assumed conversions                   $  (507,517)            21,141,262          $  (0.02)
                                                               =================== ==================== ================
</TABLE>

     Options and warrants to purchase 3,198,754 shares of common stock at prices
ranging from $0.50 to $2.75 were outstanding during the first quarter of 1997
but were not included in the computation of diluted losses per share. The
Company also had convertible subordinated debentures outstanding of $3,604,265
for the first quarter of 1997 which were convertible into shares of common stock
at $1.40 per share. None of the above securities were included in diluted losses
per share due to losses by the Company in the first quarter of 1997.

3)       CREDIT FACILITY

     The Company currently has a $5 million revolving credit facility (the
"Credit Facility") with BankBoston, N.A. (the "Bank"). Borrowings under the
Credit Facility may be used for working capital, refinancing of outstanding
debt, capital expenditures and other general corporate purposes. Interest on
borrowings under the Credit Facility is payable at a rate of one-quarter of one
percent plus the higher of (i) the Bank's base rate or (ii) one percent above
the overnight federal funds effective rate, as published by the Board of
Governors of the Federal Reserve System, as in effect from time to time. At
March 31, 1998, approximately $4.9 million was outstanding under the Credit
Facility bearing interest at a rate of 8.75% per annum. Borrowings under the
Credit Facility mature on October 9, 2000 and are collateralized by the stock of
the Company's subsidiaries. Under the terms of the Credit Facility, the Company
must maintain certain financial covenants on a quarterly basis of which the most
significant is the interest coverage ratio. The financial covenant relating to
the interest coverage ratio with which the Company must comply requires the
Company not to allow its interest coverage ratio to be less than 2.25 to 1
through September 30, 1998 or less than 2.50 to 1 thereafter. At March 31, 1998,
the Company was in compliance with such financial covenants.

4)       CONSOLIDATED STATEMENTS OF CASH FLOWS

     For purposes of reporting cash flows, the Company considers all
certificates of deposit and time deposits with original maturities of three
months or less to be cash equivalents.

     The Company paid approximately $30,000 and $695,000 for income taxes and
$198,000 and $137,000 for interest during the three months ended March 31, 1998
and March 31, 1997, respectively.
<TABLE>
<CAPTION>

                                                                                       Three Months Ended March 31,
            Significant non-cash transactions                                      1998                     1997
                                                                                  -----                     ----
            Purchase of equipment and vehicles
<S>                                                                               <C>                     <C>     
            financed by  notes payable                                            $ -                     $ 99,004

            Assumption of debt associated with
            purchase of business                                                   -                       807,751

            Capital expenditures included in
            quarter end accounts payable but not yet paid                         88,962                        -
            

            Debt assumed by purchaser for sale of assets                          94,206                        -
            
</TABLE>

5)       RELATED PARTY TRANSACTION

     During the first quarter of 1998, the Company paid to Stephen F. Mitchell,
an employee of the Company and a former shareholder of T.F. Mitchell & Sons,
Inc. (d/b/a/ Mitchell Refuse) ("Mitchell"), $306,037 as part of the purchase
price paid by the Company for its purchase of Mitchell in November 1997.

6)       SALE OF ASSETS

     The Company sold the remainder of its street sweeping assets during the
first quarter of 1998. It also completed the sale of certain of its rolloff
collection assets in the quarter. The losses resulting from these sales had been
accrued at December 31, 1997 in accordance with SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."

7)       NEW PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board issued Statement No.
131, "Disclosures about Segments of an Enterprise and Related Information." This
statement is effective for fiscal years beginning after December 15, 1997 and is
not required to be applied to interim periods in the initial year of
application. The Company has not yet determined the effect, if any, of this
statement on its financial statements.

     Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS
No. 130 establishes standards for the reporting and display of comprehensive
income and its components in the financial statements. The adoption of SFAS No.
130 has no material impact on the Company's consolidated results of operations,
financial position or cash flows. Comprehensive income equals net income plus
other comprehensive income. Other comprehensive income refers to revenue,
expenses, gains and losses which are reflected in stockholders' equity but
excluded for net income. At March 31, 1998 and December 31, 1997 and for the
three months ended March 31, 1998 and 1997, the Company had no other
comprehensive income.

<PAGE>

 ITEM 2              GEOWASTE INCORPORATED AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997

     Net revenues for the quarter ended March 31, 1998 consisted of collection
revenues of $3,549,000, disposal revenues of $1,425,000, transfer revenues of
$641,000, sweeping revenues of $119,000 and recycling revenues of $387,000,
compared to collection revenues of $2,797,000, disposal revenues of $848,000,
transfer revenues of $380,000, sweeping revenues of $465,000 and recycling
revenues of $387,000 for the quarter ended March 31, 1997. Collection revenues
increased 27%, disposal revenues increased 68%, transfer revenues increased 69%
and sweeping revenues decreased 74%, as compared to the first quarter of 1997.
Of the 27% increase in collection revenues, 11% is attributable to the
operations of Mitchell, which was acquired in the fourth quarter of 1997, with
the remainder primarily from new collection contracts entered into during 1997.
The increase in disposal revenues is due principally to a non recurring special
waste contract (the "Special Waste Contract") under which approximately 27,700
tons of waste was disposed of during the quarter. The tonnage at the Company's
Pecan Row Landfill increased to 1100 tons per day ("TPD"), compared to 860 TPD
during the first quarter of 1997. The increase in transfer revenues is due to a
new contract with USA Waste which commenced February 1998 (the "USA Waste
Contract"). The decrease in sweeping revenues is due to the sale of a portion of
the sweeping accounts during the year ended December 31, 1997 combined with the
loss of certain sweeping contracts during a re-bid where the Company was not the
lowest bidder. The Company has sold its remaining sweeping accounts effective
March 31, 1998.

     Operating expenses for the quarter ended March 31, 1998 consisted of
collection expenses of $2,107,000, disposal expenses of $1,044,000, transfer
expenses of $573,000, sweeping expenses of $209,000 and recycling expenses of
$339,000, as compared to collection expenses of $1,511,000, disposal expenses of
$770,000, transfer expenses of $180,000, sweeping expenses of $458,000 and
recycling expenses of $288,000 for the quarter ended March 31, 1997. Collection
expenses increased 39%, disposal expenses increased 36%, transfer expenses
increased 218%, sweeping expenses decreased 54% and recycling expenses increased
18% as compared to the first quarter of 1997. Of the 39% increase in collection
expenses, 17% was attributable to the operations of Mitchell. The increase in
disposal expenses resulted primarily from an increase in waste volumes received
in the first quarter as a result of the Special Waste Contract. The increase in
transfer expenses is a result of the USA Waste Contract. The decrease in
sweeping expenses is due to the sale of selected accounts and the increase in
recycling expenses is due mainly to increased material purchases.

     The Company incurred an additional $50,000 in expenses in the first quarter
of 1998 which were associated with the Company's review of its strategic
alternatives as described under "-Liquidity and Capital Resources."

     For a discussion of the unusual charge of $1,083,000 incurred in the first
quarter of 1997, please refer to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997.

     Selling, general and administrative expenses for collection, disposal,
transfer, sweeping and recycling activities in the quarter ended March 31, 1998
were $503,000, $86,000, $39,000, $53,000 and $38,000, respectively, compared to
$344,000, $72,000, $12,000, $104,000 and $41,000 for the quarter ended March 31,
1997. Corporate overhead for the first quarter of 1998 was $260,000, compared
with corporate overhead of $319,000 for the first quarter of 1997.

<PAGE>

     Net income for the quarter ended March 31, 1998 was $300,000, compared with
a net loss of $508,000 in the first quarter of 1997. The increase was
principally due to the Special Waste Contract received at the Company's Pecan
Row Landfill during the first quarter of 1998 and the absence of the unusual
charges that occurred in the first quarter of 1997.

LIQUIDITY AND CAPITAL RESOURCES

     The Company is in a service industry and has neither significant inventory
nor seasonal variations in receivables. At March 31, 1998, the Company had
working capital of $895,119, compared with a negative working capital of
$212,358 at December 31, 1997. The increase in working capital was due to the
Company's improved financial performance during the quarter, particularly as a
result of the Special Waste Contract received at the Company's Pecan Row
Landfill. This contract increased accounts receivable by approximately $775,000.

     Historically, the Company has relied primarily on the private placement of
debt and equity securities, bank borrowings and cash generated from operating
activities in order to provide it with the cash required for capital
expenditures, acquisitions and operating activities.

     The Company's operating performance was sufficient to support corporate
overhead and other expenses during the first quarter of 1998. Management
believes that current working capital and internally generated funds will be
sufficient to meet the Company's working capital requirements for the next
twelve months.

     The Company expects to make capital expenditures on an ongoing basis for
improvements to, and expansion of, its landfill and for equipment purchases. The
Company estimates that the capital expenditures required for its existing
operations will amount to approximately $3,200,000, of which approximately
$1,700,000 will be used to construct a new four-acre disposal cell at the
Company's Pecan Row Landfill. The Company expects that it will fund such
estimated capital expenditures from existing cash, cash generated from
operations, equipment lease financing and other financing.

     The development and permitting of new disposal facilities requires
significant capital expenditures over an extended period. Any growth of the
Company through the permitting of new disposal facilities or the lateral
expansion of its existing disposal facility would require substantial capital
expenditures. The Company intends to pursue further expansion of the Pecan Row
Landfill.

     The Company currently has a $5 million revolving credit facility (the
"Credit Facility") with BankBoston, N.A. (the "Bank"). Borrowings under the
Credit Facility may be used for working capital, refinancing of outstanding
debt, capital expenditures and other general corporate purposes. Interest on
borrowings under the Credit Facility is payable at a rate of one-quarter of one
percent plus the higher of (i) the Bank's base rate or (ii) one percent above
the overnight federal funds effective rate, as published by the Board of
Governors of the Federal Reserve System, as in effect from time to time. At
March 31, 1998, approximately $4.9 million was outstanding under the Credit
Facility bearing interest at a rate of 8.75% per annum. Borrowings under the
Credit Facility mature on October 9, 2000 and are collateralized by the stock of
the Company's subsidiaries. Under the terms of the Credit Facility, the Company
must maintain certain financial covenants on a quarterly basis of which the most
significant is the interest coverage ratio. The financial covenant relating to
the interest coverage ratio with which the Company must comply requires the
Company not to allow its interest coverage ratio to be less than 2.25 to 1
through September 30, 1998 or less than 2.50 to 1 thereafter. At March 31, 1998,
the Company was in compliance with such financial covenants.

     The Company's business strategy includes the acquisition of or combination
with other solid waste management companies. Such acquisitions may be
accomplished through borrowings under the Credit Facility, the issuance of
shares of the Company's common stock, cash on hand, or may require cash in
excess of the Company's current cash available or available borrowings under the
Credit Facility. Although the Company's operating results and financial
performance are expected to provide access to any additional financing which may
be necessary to acquire such businesses, there can be no assurance that such
additional financing can be obtained on terms acceptable to the Company.

     In March 1998, the Company retained an investment banking firm to assist in
evaluating a broad range of strategic alternatives available to the Company in
order to maximize shareholder value. These alternatives could include a business
combination, strategic alliance or merger with a third party. There can be no
assurance that the Company will consummate any of these strategic alternatives.

YEAR 2000 COMPLIANCE

     Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. These date code fields
will need to accept four digit entries to distinguish 21st century dates from
20th century dates. As a result, computer systems and/or software used by many
companies may need to be upgraded to comply with such "Year 2000" requirements.
The Company is currently in the process of evaluating its information technology
infrastructure for Year 2000 compliance. The Company does not expect that the
cost to modify its information technology infrastructure to be Year 2000
compliant will be material to its financial condition or results of operations.
The Company does not anticipate any material disruption in its operations as a
result of any failure by the Company to be in compliance. The Company's Year
2000 issues relate not only to its own systems, but also to those of its
customers and suppliers. The Company does not currently have any information
concerning Year 2000 compliance status of its customers and suppliers. In the
event that any of the Company's significant customers or suppliers do not
successfully and timely achieve Year 2000 compliance, the Company's business or
operations could be adversely affected.

NEW PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board issued Statement No.
131, "Disclosures about Segments of an Enterprise and Related Information." This
statement is effective for fiscal years beginning after December 15, 1997 and is
not required to be applied to interim periods in the initial year of
application. The Company has not yet determined the effect, if any, of this
statement on its financial statements.

INFLATION

     The Company does not consider inflation to have a material impact on its
results of operations.

<PAGE>

PART II:  OTHER INFORMATION

ITEM 1.       Legal Proceedings:
                 Not applicable.

ITEM 2.       Changes in Securities:
                  Not applicable.

ITEM 3.       Defaults upon Senior Securities:
                  Not applicable.

ITEM 4.       Submission of matters to a Vote of Security Holders:
                  Not applicable.

ITEM 5.       Other Information:
                  Not applicable.

ITEM 6.       Exhibits and Reports on Form 8-K:

                  (a) Exhibits:

                      Financial Data Schedule  Exhibit 27


                  (b) Reports on Form 8-K:

                          None

<PAGE>

                                   SIGNATURES


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

                             GEOWASTE INCORPORATED
                             (Registrant)


                              By: /S/ RAYMOND F. CHASE   
                                  Raymond F. Chase
                                  Vice President and Chief Financial Officer


Dated: May 15, 1998

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER        DESCRIPTION

    27    Financial Data Schedule for the three months ended March 31, 1998