===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                       For the 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 From ______________ to _________________


                         Commission file number 0-28652

                        AMERICAN DISPOSAL SERVICES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                               13-3858494
     -------------------------------                ------------------   
    (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                Identification No.)

         745 McClintock - Ste 230
           Burr Ridge, Illinois                            60521
 ------------------------------------------     ---------------------------
  (Address of principal executive offices)              (Zip Code)

                                 (630) 655-1105
               --------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not applicable
               --------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such shorter  periods 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

                      Applicable Only to Corporate Issuers

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

Common Stock, $.01 Par Value - 22,858,403 shares as of  May 15, 1998


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

<PAGE>




                        AMERICAN DISPOSAL SERVICES, INC.

                                      Index
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

   Condensed Consolidated Balance Sheets - March 31, 1998 (Unaudited) and 
     December 31, 1997

   Condensed  Consolidated  Statements  of Income - Three months ended 
     March 31, 1998 and 1997 (Unaudited)

   Condensed  Consolidated  Statements  of Cash Flows - Three months ended 
     March 31, 1998 and 1997 (Unaudited)

   Notes to the Condensed Consolidated Financial Statements (Unaudited)


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


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

Signatures



                                        2

<PAGE>



PART I. FINANCIAL INFORMATION

                        AMERICAN DISPOSAL SERVICES, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>



                                                                                    March 31,
                                                                                      1998                 December 31,
                                                                                   (Unaudited)                 1997
                                                                                -----------------       -----------------
<S>                                                                             <C>                     <C> 
                                    ASSETS
Current assets:
  Cash and cash equivalents                                                             $   3,293               $   2,426
  Cash held in escrow                                                                         805                     337
  Trade receivables, net of allowance of $1,407 and $1,326                                 24,574                  23,052
  Prepaid expenses and other current assets                                                 3,199                   2,695
                                                                                -----------------       -----------------
Total current assets                                                                       31,871                  28,510

Property, plant, and equipment, net                                                       187,346                 174.340

Other assets:
  Cost over fair value of net assets of acquired businesses,
    net of accumulated amortization of $4,984 and $3,635                                  213,890                 157,304
  Other assets                                                                             11,529                  12,870
                                                                                -----------------       -----------------
                                                                                        $ 444,636               $ 373,024
                                                                                =================       =================
                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                      $   7,488               $   6,361
  Accrued liabilities                                                                      17,199                  13,283
  Deferred revenues                                                                         6,443                   5,785
  Current portion of long-term debt and capital lease obligations                           3,224                   2,360
                                                                                -----------------       -----------------
Total current liabilities                                                                  34,354                  27,789

Long-term debt and capital lease obligations, net of current portion                       38,406                  20,788
Accrued environmental and landfill costs                                                   12,659                  12,450
Deferred income taxes                                                                       2,577                   2,577
Other long term liabilities                                                                14,490                  12,045

Stockholders' equity                                                                      342,150                 297,375
                                                                                -----------------       -----------------
                                                                                        $ 444,636               $ 373,024
                                                                                =================       =================
</TABLE>



                             See accompanying notes.


                                        3

<PAGE>



                        AMERICAN DISPOSAL SERVICES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (Dollars in Thousands, Except per Share Data)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                    Three months ended
                                                                                         March 31,
                                                                                 1998                 1997
                                                                            ---------------      ---------------
<S>                                                                         <C>                  <C>    
Revenues                                                                            $45,030              $18,511
Cost of operations                                                                   24,766                9,892
Selling, general and administrative expenses                                          5,208                2,685
Depreciation and amortization                                                         6,923                3,784
                                                                            ---------------      ---------------
  Operating income                                                                    8,133                2,150

Interest expense, net                                                                   880                1,552
Other income                                                                             83                   21
                                                                            ---------------      ---------------
  Income before income taxes                                                          7,336                  619

Income tax expense                                                                    2,861                  173
                                                                            ---------------      ---------------
  Net income                                                                        $ 4,475              $   446
                                                                            ===============      ===============


BASIC EARNINGS PER COMMON SHARE                                                     $  0.22              $  0.05
                                                                            ===============      ===============

DILUTED EARNINGS PER COMMON SHARE                                                   $  0.21              $  0.05
                                                                            ===============      ===============
</TABLE>





                             See accompanying notes.

                                        4

<PAGE>



                        AMERICAN DISPOSAL SERVICES, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                               Three months ended
                                                                                                    March 31,
                                                                                             1998                1997
                                                                                        -------------       -------------
<S>                                                                                     <C>                 <C>
OPERATING ACTIVITIES:

Net income                                                                                   $  4,475            $    446
Adjustments to reconcile net income to net cash provided by (used in) operating
 activities:
  Depreciation and amortization                                                                 6,923               3,784
  Provision for environmental and landfill costs                                                  137                 113
  Gain on sale of fixed assets                                                                   (70)                (13)
  Changes in operating assets and liabilities, net of effects from acquisitions:
    Trade receivables                                                                             841             (1,998)
    Prepaid expenses and other assets                                                             692             (1,530)
    Accounts payable, accrued liabilities and accrued environmental
      and landfill costs                                                                          134             (1,549)
    Deferred revenue                                                                              231                 297
    Other long-term liabilities                                                                 2,445                   -
                                                                                        -------------       -------------
Net cash provided by (used in) operating activities                                            15,808               (450)
                                                                                        -------------       -------------

INVESTING ACTIVITIES:

  Capital expenditures                                                                        (8,507)             (3,599)
  Cost of acquisitions, net of cash acquired                                                 (22,875)            (32,224)
                                                                                        -------------       -------------
Net cash used in investing activities                                                        (31,382)            (35,823)
                                                                                        -------------       -------------

FINANCING ACTIVITIES:

  Proceeds from issuances of long-term debt                                                    18,746              36,455
  Repayments of indebtedness                                                                  (2,305)               (281)
  Debt issuance costs                                                                               -               (253)
                                                                                        -------------       -------------
Net cash provided by financing activities                                                      16,441              35,921
                                                                                        -------------       -------------
Net increase (decrease) in cash and cash equivalents                                              867               (352)
Cash and cash equivalents, at beginning of period                                               2,426               2,301
                                                                                        -------------       -------------
Cash and cash equivalents, at end of period                                                  $  3,293            $  1,949
                                                                                        =============       =============

NONCASH ACTIVITIES:

Issuance of common stock for certain acquisitions                                            $ 40,300            $      -
Issuance of notes payable for certain acquisitions                                                  -               2,598
Consideration held back or held in escrow for certain acquisitions                              2,872               1,776

</TABLE>


                             See accompanying notes.


                                        5

<PAGE>



                        AMERICAN DISPOSAL SERVICES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 1998 and 1997
                                   (Unaudited)

1.   Formation and Basis of Presentation

     American Disposal Services, Inc. (the "Company") is a regional, integrated,
non-hazardous solid waste services company that provides solid waste collection,
transfer and disposal services primarily in the Midwest and in the Northeast.

     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 (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1998
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending December 31, 1998. These financial  statements should be read
in conjunction with the consolidated  financial statements,  including the notes
thereto,  for the fiscal year ended  December 31, 1997 included in the Company's
Annual Report on Form 10-K/A.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes. Actual results could differ from those estimates.

2.   Environmental Matters

     See the  Company's  Annual  Report  on Form  10-K/A  for a  description  of
environmental matters.

3.   Earnings per Share

     The following table sets forth the computation of earnings per common share
(dollars in thousands):
<TABLE>
<CAPTION>

                                                                 Three months ended
                                                                      March 31,
                                                             1998                  1997
                                                        --------------        --------------
<S>                                                     <C>                   <C>
Numerator:
  Net income                                                  $  4,475                 $ 446
                                                        ==============        ==============
Denominator:
  Demonimator for basic earnings per common
    share-weighted average shares outstanding               20,619,472             8,872,454
  Effect of dilutive securities:
    Stock options and warrants                                 677,418               500,664
                                                        --------------        --------------
  Denominator for diluted earnings per common
    share-adjusted weighted average shares and
    assumed conversions                                     21,296,890             9,373,118
                                                        ==============        ==============
</TABLE>


4.   Public Offerings

     In May 1997, the Company issued  4,600,000 shares of common stock at $16.50
per share in a public offering.  Proceeds from the offering, net of underwriting
commissions and related expenses, were $70.1 million. The offering proceeds were
used to  finance  acquisitions  and pay down a portion of the  Company's  Credit
Facility.

     In October  1997,  the  Company  completed a public  offering of  6,837,000
shares of common stock at $30.50 per share. Of the 6,837,000  shares,  4,325,000
shares were issued and sold by the  Company  and  2,512,000  shares were sold by
selling stockholders.

                                        6

<PAGE>



Proceeds to the Company from the offering,  net of  underwriting  commisions and
related  expenses,  were $123.8  million.  The  offering  proceeds  were used to
finance acquisitions and pay down a portion of the Company's Credit Facility.

5.   Acquisitions

     The acquisitions below have been accounted for using the purchase method of
accounting and, accordingly,  the results of their operations have been included
in the Company's results of operations from their respective  acquisition dates.
The purchase  prices have been allocated to the assets  acquired and liabilities
assumed based on their fair values at their  respective  acquisition  dates with
the residual allocated to cost over fair value of net assets acquired.

     During  the  first  three  months  of  1998,  the  Company   acquired  nine
non-hazardous solid waste businesses,  consisting of nine collection  operations
and two transfer  stations.  During 1997, the Company  acquired 28 non-hazardous
solid waste businesses,  consisting of 28 collection operations,  seven transfer
stations, four landfills, and two beneficial reuse facilities.

     The Company has not completed its valuation of certain of its 1998 and 1997
purchases  and the  purchase  price  allocations  may be subject to change  when
additional information concerning asset and liability valuations is completed.

     The pro forma  unaudited  results of operations  for the three months ended
March 31, 1998 and 1997,  assuming each  acquisition and the public offerings in
footnote 4 (above) had occurred on January 1, 1997,  are as follows  (dollars in
thousands, except per share data):
<TABLE>
<CAPTION>

                                                                   Three months ended
                                                                        March 31,
                                                                1998                1997
                                                           --------------      --------------
<S>                                                        <C>                 <C>    
Revenues                                                          $45,082             $44,154
Operating income                                                    8,127               6,399
Net income                                                          5,008               3,851
Pro forma net income per diluted share of
  common stock                                                       0.24                0.18
Weighted average common stock
  outstanding, assuming dilution                               21,296,890          20,904,459
</TABLE>

     The  proforma  results do not  purport to be  indicative  of the results of
operations which actually would have resulted had the  acquisitions  occurred on
January 1, 1997 nor are they necessarily indicative of future operating results.

6.  Seasonality

     The Company's revenues tend to be somewhat lower in the winter months. This
is primarily  attributable to the fact that: (i) the volume of waste relating to
construction  and  demolition  activities  tends to  increase  in the spring and
summer months;  and (ii) the volume of industrial and  residential  waste in the
regions where the Company  operates tends to decrease  during the winter months.
In addition,  particularly harsh weather conditions may delay the development of
landfill capacity and otherwise result in the temporary suspension of certain of
the Company's  operations and could  materially  adversely  affect the Company's
overall business, financial condition and results of operations.

7.  Subsequent Event

     In April 1998, the Company  completed a public offering of 4,600,000 shares
of common stock of which  approximately  2.1 million were issued and sold by the
Company and approximately 2.5 million were sold by certain selling stockholders,
at  $36.50  per  share.  This  resulted  in  net  proceeds  to  the  Company  of
approximately $71.4 million. A portion of the offering proceeds were used to pay
down the Company's  Credit  Facility and the balance will be used to fund future
acquisitions.







                                        7

<PAGE>




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

     The following  discussion  should be read in conjunction with the Company's
unaudited  Condensed  Consolidated  Financial  Statements  and the related notes
thereto included elsewhere herein.

INTRODUCTION

     The Company has adopted an  acquisition-based  growth strategy that focuses
on: (i) the  identification  and acquisition of solid waste landfills located in
secondary  markets  that are  within  approximately  125  miles  of  significant
metropolitan  centers;  and  (ii)  securing  dedicated  waste  streams  for such
landfills  by the  acquisition  or  development  of  transfer  stations  and the
acquisition of collection  companies.  The Company has completed 70 acquisitions
from January 1993 through March 1998,  including nine hauling  companies and two
transfer  stations  acquired in the three months ended March 31, 1998 (the "1998
Acquisitions").  All of these acquisitions were accounted for under the purchase
method of accounting for business combinations. Accordingly, the amortization of
goodwill  reflects the fair market value of the Company's  assets at the time of
their  acquisition  rather than their  historical cost basis, and the results of
operations for such acquired  businesses are included in the Company's financial
statements  only from the  applicable  date of  acquisition.  As a  result,  the
Company believes its historical  results of operations for the periods presented
are not directly comparable.

FORWARD LOOKING STATEMENTS

     Certain  information  contained  in this  Quarterly  Report  on Form  10-Q,
including,  without  limitation  information  appearing  under  Part I,  Item 2,
"Managements'  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," are  forward-looking  statements (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934).  Factors  set forth  under the caption  "Risk  Factors" in the  Company's
Annual Report on Form 10K/A could affect the Company's  actual results and could
cause the Company's actual results to differ  materially from those expressed in
any forward-  looking  statements  made by, or on behalf of, the Company in this
Quarterly Report on Form 10-Q.

GENERAL

     The  Company's  revenues  are  attributable  primarily  to fees  charged to
customers for waste collection,  transfer and disposal  services.  The Company's
collection  services are generally  provided  under direct  agreements  with its
customers or pursuant to contracts with municipalities. Commercial and municipal
contract terms, where used,  generally range from one to five years and commonly
have automatic  renewal  options.  A relatively small portion of such agreements
also provide for the prepayment of certain fees, which are reflected as deferred
revenues. The table below shows for the periods indicated, the percentage of the
Company's total revenues attributable to services provided:

                                        Three Months Ended
                                             March 31,
                                       1998            1997
                                   ------------    ------------
           Collection (1)              61.1%            48.9%
           Transfer                     9.4              3.8
           Landfill (1)                26.3             46.4
           Other                        3.2              0.9
                                   ------------    ------------
             Total Revenues           100.0%           100.0%
                                   ============    ============

(1) The portion of  collection  revenues  attributable  to disposal  charges for
waste  collected by the Company and disposed of at the  Company's  landfills has
been excluded from collection revenues and included in landfill revenues.

     A   component   of  the   Company's   business   strategy  is  to  maximize
internalization of waste it collects and thereby realize higher margins from its
operations.  By  disposing  of waste at  Company-owned  landfills,  the  Company
retains the margin generated through disposal operations that would otherwise be
earned by  third-party  landfills.  For the three  months  ended March 31, 1998,
approximately  81% of the total tonnage collected by the Company was disposed of
at  Company-owned  landfills.  During such period,  the Company's  captive waste
(consisting  of waste  collected  by the  Company  and  delivered  to any of its
landfills and waste  delivered to any of the Company's  landfills by third-party
haulers  under  long-term  collection  contracts)   constituted  an  average  of
approximately 73% of the solid waste disposed of at its landfills.

                                        8

<PAGE>

     The Company has  estimated  that,  as of December 31, 1997,  closure  costs
expected to occur during the operating  lives of these  facilities  and expensed
over these facilities' useful lives will approximate $17.3 million. In addition,
the  Company  has  estimated  that,  as of December  31,  1997,  total costs for
post-closure  activities,  including cap  maintenance,  groundwater  monitoring,
methane gas control and recovery and  leachate  treatment/disposal  for up to 30
years after closure in certain cases, will be approximately  $54.4 million.  The
accruals  reflect  relatively  young landfills with estimated  remaining  lives,
based on current waste flows, that range from  approximately  three to 50 years,
and an estimated average remaining life of greater than 20 years.

RESULTS OF OPERATIONS

     The  following  table  sets  forth  items  in  the  Company's  consolidated
statement of operations as a percentage of revenues for the periods indicated:
<TABLE>
<CAPTION>

                                                          Three  Months Ended
                                                                March  31,
                                                          1998             1997
                                                      ------------     ------------
<S>                                                   <C>              <C>   
  Revenues...........................................    100.0%           100.0%
  Cost of operations.................................     55.0             53.4
  Selling, general and administrative expenses.......     11.6             14.5
  Depreciation and amortization......................     15.3             20.5
                                                      ------------     ------------
  Operating income...................................     18.1             11.6
  Interest expense, net..............................      2.0              8.4
  Other income.......................................      0.2              0.1
  Income tax expense.................................      6.4              0.9
                                                      ------------     ------------
    Net income.......................................      9.9%             2.4%
                                                      ============     ============

  EBITDA margin (1)..................................     33.4%            32.1%
                                                      ============     ============
</TABLE>

(1) EBITDA margin represents operating income plus depreciation and amortization
divided by revenues.

THREE MONTHS ENDED MARCH 31, 1998 AND 1997

     REVENUES.  Revenues  for the three  months  ended March 31, 1998 were $45.0
million  compared to $18.5 million for the three months ended March 31, 1997. Of
the  increase in  revenues,  $24.8  million is due  primarily  to the effects of
companies   acquired   during  1997  and  the  first  quarter  of  1998,   while
approximately   $1.7  million  is  attributable  to  increases  in  revenues  in
operations acquired prior to 1997.

     COST OF OPERATIONS. Cost of operations for the three months ended March 31,
1998 was $24.8 million compared to $9.9 million for the three months ended March
31, 1997. This increase in costs was attributable  primarily to increases in the
Company's  revenues  described  above.  As a  percentage  of  revenues,  cost of
operations  was 55.0% in the 1998 period  compared to 53.4% in the 1997  period.
The increased costs as a percentage of the Company's  overall revenue are due to
the impact of more substantial collection versus landfill operations in the 1998
period compared to the same period in 1997.

     SELLING,  GENERAL AND  ADMINISTRATIVE  EXPENSES.  SG&A  expenses  were $5.2
million for the three months  ended March 31, 1998  compared to $2.7 million for
the three months ended March 31, 1997.  This increase in costs was  attributable
primarily  to  increases  in  the  Company's  revenues  described  above.  As  a
percentage of revenues, SG&A expenses decreased to 11.6% in the 1998 period from
14.5% in the 1997  period.  The  decrease in SG&A  expenses as a  percentage  of
revenues is due primarily to a significant increase in revenue producing assets,
while corporate and other related administrative expenses increased moderately.

     DEPRECIATION AND  AMORTIZATION.  Depreciation and amortization  expense for
the three months ended March 31, 1998 was $6.9 million  compared to $3.8 million
for the three  months ended March 31, 1997.  The  increase in  depreciation  and
amortization  expense is due  primarily to increases in the  Company's  revenues
described  above.  As a percentage of revenues,  depreciation  and  amortization
expense was 15.3% and 20.5% for the three  months ended March 31, 1998 and 1997,
respectively.  The  decline as a percent of  revenues  in the March 1998  period
compared  to the March 1997  period is due  primarily  to the  reduction  in the
relative   concentration  of  landfill  assets,   which  typically  have  higher
depreciation and amortization expense than collection operations.

                                        9

<PAGE>

     NET  INTEREST  EXPENSE.  Net  interest  expense was  $880,000 for the three
months ended March 31, 1998 compared to $ 1.6 million for the three months ended
March 31,  1997,  which  reflects the debt  structure of the Company  during the
respective  periods  and  an  overall  improvement  in the  Company's  effective
borrowing rate.

     INCOME TAXES.  The Company recorded an income tax provision of $2.9 million
for the three months  ended March 31, 1998  compared to a $173,000 for the three
months ended March 31, 1997,  reflecting the increased taxable income generated,
partially offset by utilization of net operating loss carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

     Due to the capital  intensive  nature of the solid waste  industry  and the
Company's focus on an acquisition-based  growth strategy,  the Company has used,
and expects to continue using,  substantially all cash generated from operations
to  fund   acquisitions,   capital   expenditures   and  landfill   development.
Historically, the Company has satisfied it acquisition,  capital expenditure and
working capital needs primarily through equity and bank financings. There can be
no assurance that such financing will continue to be available.

     Net cash provided by operating  activities in the quarter was $15.8 million
compared to net cash used by operating  activities of $450,000 in the prior year
period,  due to acquisition  related activities which resulted in an improvement
in net income to $4.5 million in the three months ended March 31, 1998  compared
to $446,000 in the three months ended March 31,  1997.  Additional  net cash was
provided by non-cash  depreciation  and  amortization  expense  increasing  $3.1
million and long term liabilities increasing $2.4 million over the prior period.

     Net cash used in investing  activities  was $31.4 million and $35.8 million
in the three months ended March 31, 1998 and 1997,  respectively.  The Company's
capital  expenditures  increased  to $8.5 million from $3.6 million in the prior
year period due to a higher  revenue  producing  asset base,  while  acquisition
spending was $22.9 million and $32.2  million,  for the three months ended March
31, 1998 and 1997,  respectively.  In fiscal year 1998,  the Company  expects to
spend approximately $29 million for capital expenditures, on operations owned as
of January 1, 1998, of which  approximately $9 million is anticipated to be used
for cell development.

     Net cash  provided by financing  activities  totaled  $16.4 million for the
three months ended March 31, 1998,  compared to $35.9 million for the comparable
prior year period,  drawn principally from the Company's Credit Facility to fund
acquisitions.

     The Company  currently has a $140 million  revolving  credit  facility (the
"Credit Facility") with ING (U.S.) Capital Corporation, as administrative agent,
Morgan Guaranty Trust Company of New York, as syndication  agent,  Union Bank of
California,  N.A., as documentation agent, and BHF-Bank  Aktiengesellschaft  and
Bank of America  Illinois,  as co-agents,  for the lenders.  The Credit Facility
provides the Company with a revolving  line of credit of $140 million to be used
for  acquisitions  (of which $20  million  may be used for  working  capital and
letter of credit  purposes).  The Credit  Facility  bears  interest at rates per
annum equal to, at the Company's  discretion,  either: (i) the higher of (a) the
federal funds rate plus 0.5% and (b) the prime rate,  plus an applicable  margin
or (ii) the London Interbank Offered Rate ("LIBOR"),  plus an applicable margin,
and matures in 2002. As of March 31, 1998 the Company had borrowed $36.4 million
under the Credit  Facility.  As of such date,  the interest  rate on the various
loans under the Credit  Facility ranged from 6.63% to 8.50% and the total unused
availability was $103.6 million.

     Effective  April 3, 1998,  the Company  completed a public  offering of 4.6
million  shares of common stock of which  approximately  2.1 million were issued
and sold by the  Company  and  approximately  2.5  million  were sold by certain
selling stockholders,  at $36.50 per share. This resulted in net proceeds to the
Company of approximately  $71.4 million. A portion of the offering proceeds were
used to pay down the Company's  Credit  Facility and the balance will be used to
fund future acquisitions.

     The Company  intends to satisfy its interest  obligations as well as future
capital  expenditures  and working  capital  requirements,  with cash flows from
operations and borrowings  under the Credit Facility.  However,  the Company may
need to raise  additional  capital to fund the  acquisition  and  integration of
additional solid waste businesses. The Company may raise such funds through bank
financings  or public or private  offerings of its  securities.  There can be no
assurance that the Company will be able to secure such funding, if necessary, on
favorable  terms,  if at all. If the Company is not  successful in securing such
funding,  the Company's  ability to pursue its business strategy may be impaired
and results of operations for future periods may be adversely affected.

     The Company expects that Subtitle D and other regulations that apply to the
non-hazardous  waste  disposal  industry  will require the  Company,  as well as
others in the industry,  to alter  operations and to modify or replace  existing
facilities.  Such  expenditures  have been and will continue to be  substantial.
Regulatory  changes could  accelerate  expenditures for closure and post-closure
monitoring and obligate the Company to spend sums in addition to those presently
reserved  for such  purposes.  The  factors,  together  with the  other  factors
discussed above, could substantially increase the Company's operating costs.


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<PAGE>

INFLATION AND PREVAILING ECONOMIC CONDITIONS

     To  date,  inflation  has not had a  significant  impact  on the  Company's
operations.  Consistent with industry practice,  most of the Company's contracts
provide for a pass  through of certain  costs,  including  increases in landfill
tipping fees and, in some cases, fuel costs. The Company  therefore  believes it
should be able to  implement  price  increases  sufficient  to offset  most cost
increases resulting from inflation. However, competitive factors may require the
Company  to absorb  at least a portion  of these  cost  increases,  particularly
during periods of high inflation.  The Company is unable to determine the future
impact of a sustained economic slowdown.

SEASONALITY

     The Company's revenues tend to be somewhat lower in the winter months. This
is primarily  attributable to the fact that: (i) the volume of waste relating to
construction  and  demolition  activities  tends to  increase  in the spring and
summer months;  and (ii) the volume of industrial and  residential  waste in the
regions where the Company  operates tends to decrease  during the winter months.
In addition,  particularly harsh weather conditions may delay the development of
landfill capacity and otherwise result in the temporary suspension of certain of
the Company's  operations and could  materially  adversely  affect the Company's
overall business, financial condition and results of operations.









































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<PAGE>




PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     a.  Financial Data Schedule (filed electronically, only).

     b.  Reports on Form 8-K:  The Company filed Form 8-K dated
         January 19, 1998 Items 5 and 7, only.




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<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 hereunto duly authorized.

                                     AMERICAN DISPOSAL SERVICES, INC.

Date: May 15, 1998                   /s/ Stephen P. Lavey
                                     ---------------------
                                     Stephen P. Lavey
                                     Vice President and Chief Financial Officer





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