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 September 30, 1997

                                       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 - 19,142,626 shares as of November 14, 1997




<PAGE>


                        AMERICAN DISPOSAL SERVICES, INC.

                                      INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

   Condensed Consolidated Balance Sheets - September 30, 1997 (Unaudited)
    and December 31, 1996

   Condensed  Consolidated   Statements  of  Operations  -  Three  months  ended
    September  30, 1997 and 1996  (Unaudited);  Nine months ended  September 30,
    1997 and 1996 (Unaudited)

   Condensed Consolidated Statements of Cash Flows - Nine months ended September
    30, 1997 and 1996 (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>

                                                                 September 30, 1997         December 31,
                                                                     (Unaudited)                1996
                                                                 ------------------      ------------------
<S>                                                              <C>                     <C>
                                     ASSETS

Current assets:
  Cash and cash equivalents                                            $   3,781               $   2,301
  Restricted cash held in escrow                                           6,000                       -
  Trade receivables, net                                                  21,076                   9,741
  Prepaid expenses and other                                               1,271                   1,248
  Inventory                                                                  655                     354
                                                                 ------------------      ------------------
Total current assets                                                      32,783                  13,644
Property, plant, and equipment, net                                      156,258                  93,692
Other assets:
  Cost over fair value of net assets of acquired businesses,
    net of accumulated amortization of $2,648 and $1,374                 141,674                  31,237
  Other intangible assets, net of accumulated amortization
    of $637 and $439                                                       1,799                   1,610
  Debt issuance costs, net of accumulated amortization
    of $560 and $204                                                       3,085                   2,392
  Other assets                                                             1,825                   2,411
                                                                 ------------------      ------------------
                                                                       $ 337,424               $ 144,986
                                                                 ==================      ==================

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                     $   8,605             $     3,359
  Accrued liabilities                                                     17,999                   4,249
  Deferred revenues                                                        4,648                   2,245
  Current portion of long-term debt and capital lease
   obligations                                                             1,226                   2,572
                                                                 ------------------      ------------------
Total current liabilities                                                 32,478                  12,425
Long-term debt and capital lease obligations,
   net of current portion                                                122,301                  65,445
Accrued environmental and landfill costs                                   9,706                   7,603
Deferred income taxes                                                      1,416                   1,416
Other long-term liabilities                                                1,849                       -

Total stockholders' equity (14,813,553 and 8,872,381
  shares of common stock issued and outstanding)                         169,674                  58,097
                                                                 ------------------      ------------------
                                                                       $ 337,424               $ 144,986
                                                                 ==================      ==================
</TABLE>
See accompanying notes.


                                        3

<PAGE>

                        AMERICAN DISPOSAL SERVICES, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Dollars In Thousands, Except Per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended             Nine Months Ended
                                                        September 30,                  September 30,
                                                     1997           1996           1997          1996
                                                  ----------     ----------     ----------    ----------
<S>                                               <C>            <C>            <C>           <C>
Revenues                                            $35,373        $15,122        $81,647       $40,299
Cost of operations                                   19,334          8,100         44,414        21,270
Selling, general and administrative expenses          4,544          2,037         10,901         6,085
Depreciation and amortization                         6,038          3,321         15,094         8,984
                                                  ----------     ----------     ----------    ----------
  Operating income                                    5,457          1,664         11,238         3,960
Interest expense, net                                 1,740          1,374          5,198         4,431
Other income                                             36             30            145            67
                                                  ----------     ----------     ----------    ----------
  Income (loss) before income taxes
    and extraordinary loss                            3,753            320          6,185          (404)
Income tax benefit (expense)                         (1,238)           (93)        (1,988)           62
                                                  ----------     ----------     ----------    ----------
  Income (loss) before extraordinary loss             2,515            227          4,197          (342)
Extraordinary loss, net of income tax benefit             -              -              -          (476)
                                                  ----------     ----------     ----------    ----------
  Net income (loss)                                   2,515            227          4,197          (818)
Preferred stock dividend                                  -              -              -          (109)
                                                  ----------     ----------     ----------    ----------
  Net income (loss) applicable to common
     stockholders                                   $ 2,515        $   227        $ 4,197       $  (927)
                                                  ==========     ==========     ==========    ==========


NET INCOME (LOSS) PER SHARE:
  Income (loss) before extraordinary loss           $  0.17        $  0.03        $  0.34       $ (0.07)
  Extraordinary loss, net of income tax
    benefit                                               -              -              -         (0.07)
                                                  ----------     ----------     ----------    ----------
  Net income (loss) applicable to common
    stockholders                                    $  0.17        $  0.03        $  0.34       $ (0.14)
                                                  ==========     ==========     ==========    ==========
Weighted Average Common Stock
  And Common Stock Equivalent
  Shares Outstanding                              15,066,432      8,456,870     12,285,211     6,775,484
                                                  ==========     ==========     ==========    ==========

</TABLE>


See Accompanying Notes.





                                        4

<PAGE>

                        AMERICAN DISPOSAL SERVICES, INC.

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

                                                                                Nine Months Ended
                                                                                   September 30,
                                                                               1997              1996
                                                                            ----------        ----------
<S>                                                                         <C>               <C>
OPERATING ACTIVITIES:

Net income (loss)                                                           $   4,197         $    (818)
Adjustments to reconcile net income (loss) to net cash provided by
 (used in) operating activities:
  Depreciation and amortization                                                15,094             8,984
  Provision for environmental and landfill costs                                  458               429
  Extraordinary loss                                                                -               476
  Changes in operating assets and liabilities, net of effects from acquisitions:
    Trade receivables                                                          (6,680)           (2,047)
    Prepaid expenses, restricted cash held in escrow and other assets          (5,233)           (3,095)
    Accounts payable, accrued liabilities and accrued environmental
       and landfill costs                                                      17,963             1,879
    Deferred revenue                                                            1,293               527
                                                                            ----------        ----------
Net cash provided by operating activities                                      27,092             6,335
                                                                            ----------        ----------
INVESTING ACTIVITIES:

  Capital expenditures                                                        (16,445)          (11,961)
  Cost of acquisitions                                                       (133,866)          (15,303)
                                                                            ----------        ----------
Net cash used in investing activities                                        (150,311)          (27,264)
                                                                            ----------        ----------
FINANCING ACTIVITIES:

  Net proceeds from issuance of common stock                                   70,093            24,901
  Exercise of common stock options                                                183                 -
  Redemption of preferred stock                                                     -            (1,950)
  Preferred stock dividend                                                          -              (109)
  Proceeds from issuance of long-term debt                                    131,486            72,574
  Repayments of indebtedness                                                  (76,015)          (63,486)
  Payment of note payable to stockholder                                            -           (12,500)
  Debt issuance costs                                                          (1,049)           (2,576)
                                                                            ----------        ----------
Net cash provided by financing activities                                     124,699            16,854
                                                                            ----------        ----------
Net increase (decrease) in cash and cash equivalents                            1,480            (4,075)
Cash and cash equivalents, at beginning of period                               2,301             6,383
                                                                            ----------        ----------
Cash and cash equivalents, at end of period                                 $   3,781         $   2,308
                                                                            ==========        ==========
NONCASH ACTIVITIES:

Issuance of common stock for certain acquisitions                           $  37,104         $       -
                                                                            ==========        ==========
</TABLE>

See accompanying notes.


                                        5

<PAGE>


                        AMERICAN DISPOSAL SERVICES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           September 30, 1997 and 1996
                                   (Unaudited)


1.   Formation and Basis of Presentation
     ADS, Inc. (ADS) was organized on January 15, 1991, to acquire, develop, and
operate non-hazardous municipal solid waste disposal,  collection,  and transfer
operations and provide non-hazardous solid waste disposal management services to
commercial,  industrial, and residential customers. During 1993, an affiliate of
Charterhouse  Equity  Partners,  L.P. (CEP) purchased a controlling  interest in
ADS.

     County  Disposal,  Inc.  (County) was  incorporated by Charterhouse  Equity
Partners  II,  L.P.  (CEPII) on April 27,  1995,  for the  purpose of  acquiring
certain  net  assets of  Envirite  Corporation  (Envirite).  On April 28,  1995,
Envirite and County  entered into an Asset  Purchase  Agreement  whereby  County
agreed  to  purchase  from  Envirite  certain  landfill   facilities  and  waste
transportation and collection equipment located in Livingston County,  Illinois,
and Wyandot  County,  Ohio; all of the issued and  outstanding  capital stock of
County  Environmental  Services,  Inc., a  wholly-owned  subsidiary of Envirite,
which  owned and  operated  a landfill  facility  and waste  transportation  and
collection  equipment  located  in Clarion  County,  Pennsylvania;  and  certain
related assets and assumption of certain liabilities.

     Effective  January 1, 1996, the  stockholders  of ADS and County  exchanged
their  shares  for  shares of a newly  created  holding  company  by the name of
American  Disposal  Services,  Inc.  (the  Company).  This share  exchange  (the
Exchange)  qualified  as a  transfer  of  companies  under  common  controls  as
affiliates of Charterhouse  Group  International,  Inc. are the general partners
and in control of CEP and CEPII and, accordingly,  the transaction was accounted
for at historical cost in a manner similar to pooling of interests accounting.

     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 nine month period ended September 30,
1997 are not necessarily  indicative of the results that may be expected for the
fiscal year ending December 31, 1997. These financial  statements should be read
in conjunction with the consolidated  financial statements,  including the notes
thereto,  for the fiscal year ended  December 31, 1996 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.   Related Party Interest Expense
<TABLE>
<CAPTION>
                                                      Three months ended           Nine months ended
                                                         September 30,               September 30,
                                                    -----------------------     ----------------------
                                                       1997          1996         1997         1996
                                                      ------        ------       ------       ------
                                                                      (Dollars in Thousands)
<S>                                                   <C>           <C>          <C>          <C>    
Charterhouse Equity Partners II, L.P.                 $   -         $   -        $   -        $ 621
                                                      ======        ======       ======       ======
</TABLE>



                                        6

<PAGE>



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

4.   Public Offerings
     Effective May 13, 1997 the Company completed a public offering of 4,600,000
shares (including the underwriters'  over-allotment option) at $16.50 per share.
This  resulted in net  proceeds to the Company of  approximately  $70.1  million
which were used to pay down a portion of the Company's Credit Facility.

     Effective  October  27, 1997 the  Company  completed  a public  offering of
6,000,000 shares of common stock (3.5 million of the shares were issued and sold
by the  Company  and 2.5  million  of the shares  were sold by  certain  selling
stockholders)  at $30.50 per share  resulting  in net proceeds to the Company of
approximately  $100.4  million.  Effective  October 30, 1997,  the  underwriters
exercised their over-allotment option of 837,000 shares of common stock (825,000
shares  were  issued  and sold by the  Company  and 12,000  shares  were sold by
certain  selling  stockholders)  resulting  in net  proceeds  to the  Company of
approximately $23.9 million. Immediately following the offering and the exercise
of the underwriters' over-allotment option, the Company had 19,142,626 shares of
common stock outstanding.

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 nine months of 1997, the Company acquired 22 non-hazardous
solid waste  businesses,  consisting of 22 collection  operations,  six transfer
stations, two beneficial reuse facilities, and three landfills. During 1996, the
Company acquired sixteen  non-hazardous  solid waste  businesses,  consisting of
sixteen collection operations and two transfer stations.

     The Company has not completed its valuation of certain of its 1997 and 1996
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 and nine months
ended  September  30, 1997 and 1996,  assuming each  acquisition  and the public
offerings  above had occurred on January 1, 1996,  are as follows (in thousands,
except per share data):
<TABLE>
<CAPTION>
                                                    Three Months Ended              Nine Months Ended
                                                       September 30,                  September 30,
                                                   1997           1996             1997           1996
                                                ----------     ----------       ----------     ----------
<S>                                             <C>            <C>              <C>            <C>    
Revenues                                           $40,427        $34,194         $113,988        $98,969
Operating income                                     6,597          5,182           17,813         13,323
Net income applicable to common
  stockholders before extraordinary loss             4,176          3,252           11,301          8,242
Pro forma income per share of
  common stock                                        0.21           0.17             0.57           0.48
Weighted average common stock and
  common stock equivalent shares
  outstanding                                   20,101,726     18,722,911       19,921,330     17,041,525
</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, 1996 nor are they necessarily indicative of future operating results.


                                        7

<PAGE>



6.    Recently Issued Accounting Standard
     In February 1997, the Financial Accounting Standards Board issued Statement
No.  128,  Earnings  per Share,  which is  required  to be adopted in the fourth
quarter of 1997; earlier adoption is not allowed. At that time, the Company will
be required to change the method  currently  used to compute  earnings per share
and to restate all prior periods.  Under the new  requirements  for  calculating
basic earnings per share, the dilutive effect of stock options will be excluded.
The impact of  Statement  128 on the  calculation  of primary and fully  diluted
earnings  per share for the three and nine months ended  September  30, 1997 and
1996 is not material.















































                                        8

<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 55 acquisitions
from January 1993 through September 1997, including 22 collection companies, six
transfer stations, two beneficial reuse facilities, and three landfills acquired
in the nine months ended  September 30, 1997 (the "1997  Acquisitions").  All of
these  acquisitions  were accounted for under the purchase  method of accounting
for  business  combinations.  Accordingly,  the  amortization  of  goodwill  and
landfill  airspace 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,
"Management's  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
Registration Statement on Form S-1 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            Nine Months Ended
                       September 30,                September 30,
                     1997         1996            1997         1996
                  ----------   ----------      ----------   ----------
 Collection (1)       55.1%        46.0%           52.8%        42.1%
 Transfer              8.0          1.9             5.6          2.1
 Landfill (1)         36.2         51.7            40.9         55.5
 Other                 0.7          0.4             0.7          0.3
                  ----------   ----------      ----------   ----------
  Total Revenues     100.0%       100.0%          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.


                                        9

<PAGE>



     A   component   of  the   Company's   business   strategy  is  to  maximize
internalization of the 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 September 30, 1997,
approximately  80% of the total tonnage collected by the Company was disposed of
at  Company-owned  landfills.  For the nine months  ended  September  30,  1997,
approximately  84% of the total tonnage collected by the Company was disposed of
at Company-owned  landfills.  This represents  approximately  36% and 34% of the
total  tonnage  disposed  of at  Company-owned  landfills  in the three and nine
months ended September 30, 1997, respectively.  Excluding the New England region
where the  Company  does not own a  landfill,  approximately  95% and 97% of the
total  tonnage  collected  by the  Company  was  disposed  of at  Company  owned
landfills for the three and nine months ended September 30, 1997,  respectively.
During the nine months ended  September 30, 1997,  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 74% of the solid waste disposed of at its landfills.

     The Company has  estimated  that,  as of December 31, 1996,  closure  costs
expected to occur during the operating  lives of these  facilities  and expensed
over these facilities' useful lives will approximate $55.1 million. In addition,
the  Company  has  estimated  that,  as of December  31,  1996,  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  $16.7 million.  The
December  31, 1996 and  September  30, 1997,  accruals for landfill  closure and
post-closure   costs  (including  costs  assumed  through   acquisitions)   were
approximately $7.6 million and $9.7 million,  respectively. The accruals reflect
relatively  young  landfills with estimated  remaining  lives,  based on current
waste flows, that range from  approximately  three to 42 years, and an estimated
average remaining life of greater than 18 years.

RESULTS OF OPERATIONS
     The  following   table  sets  forth  items  in  the   Company's   condensed
consolidated  statements  of  operations  as a  percentage  of revenues  for the
periods indicated:
<TABLE>
<CAPTION>
                                                    Three Months Ended                  Nine Months Ended
                                                        September 30,                     September 30,
                                                    1997          1996                 1997          1996
                                                 ----------    ----------           ----------    ----------
<S>                                              <C>           <C>                  <C>           <C>       
  Revenues.......................................   100.0 %       100.0 %              100.0 %       100.0 %
  Cost of operations.............................    54.7          53.5                 54.4          52.8
  Selling, general and administrative expenses...    12.8          13.5                 13.4          15.1
  Depreciation and amortization expenses.........    17.1          22.0                 18.5          22.3
                                                 ----------    ----------           ----------    ----------
  Operating income...............................    15.4          11.0                 13.7           9.8
  Interest expense, net..........................     4.9           9.1                  6.4          11.0
  Other income...................................     0.1           0.2                  0.2           0.2
  Income tax provision (benefit).................     3.5           0.6                  2.4          (0.2)
  Extraordinary loss, net of income tax benefit..       -             -                    -           1.2
                                                 ----------    ----------           ----------    ----------
    Net income (loss)............................     7.1 %         1.5 %                5.1 %        (2.0)%
                                                 ==========    ==========           ==========    ==========

  EBITDA margin (1).............................     32.5 %        33.0 %               32.3 %        32.1 %
                                                 ==========    ==========           ==========    ==========
</TABLE>

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

THREE MONTHS ENDED SEPTEMBER  30, 1997 AND 1996

     REVENUES.    Revenues for the three months ended September 30, 1997 were
$35.4 million compared to $15.1 million for the three months ended September 30,
1996.  Of the $20.3 million  increase in revenues, $17.7 million is

                                       10

<PAGE>



due primarily to the effects of companies  acquired  during 1996 (the operations
of which were  included  in the  Company's  financial  results for the full nine
months ended  September  30,  1997) and the  additional  impact of  acquisitions
completed  during the nine months ended September 30, 1997.  Approximately  $2.6
million is attributable to increases in revenues in operations acquired prior to
July 1996.

     COST OF OPERATIONS. Cost of operations for the three months ended September
30, 1997 were $19.3 million  compared to $8.1 million for the three months ended
September  30,  1996.  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 54.7% in the 1997 period  compared to 53.5% in
the 1996 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 1997 period compared to the same period in 1996, in accordance
with the Company's acquisition-based growth strategy.

     SELLING,  GENERAL AND  ADMINISTRATIVE  EXPENSES.  SG&A  expenses  were $4.5
million for the three months ended  September  30, 1997 compared to $2.0 million
for the three  months  ended  September  30,  1996.  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 12.8% in the 1997 period
from 13.5% in the 1996 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  EXPENSE.   Depreciation  and  amortization
expense for the three months ended September 30, 1997 was $6.0 million  compared
to $3.3 million for the three months ended  September 30, 1996.  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  17.1% and  22.0%  for the  three  months  ended
September  30,  1997 and 1996,  respectively.  The  decline as a  percentage  of
revenues in the September  1997 period  compared to the September 1996 period is
due  primarily  to  the  diminished  concentration  of  landfill  assets,  which
typically have higher  depreciation  and  amortization  expense than  collection
operations.

     NET INTEREST  EXPENSE.  Net interest expense was $1.7 million for the three
months ended  September  30, 1997  compared to $1.4 million for the three months
ended  September 30, 1996,  which is attributable to additional debt incurred in
1997 to finance certain acquisitions.

     INCOME TAXES.  The Company recorded an income tax provision of $1.2 million
for the three months ended  September 30, 1997 compared to a $0.1 million income
tax provision for the three months ended September 30, 1996.

NINE MONTHS ENDED SEPTEMBER  30, 1997 AND 1996

     REVENUES.  Revenues for the nine months ended September 30, 1997 were $81.6
million  compared to $40.3 million for the nine months ended September 30, 1996.
Of the increase in revenues,  $34.3  million is due  primarily to the effects of
companies  acquired  during 1996 (the  operations  of which were included in the
Company's  financial  results for the full nine months ended September 30, 1997)
and the additional impact of acquisitions completed during the nine months ended
September 30, 1997.  Approximately  $7.0 million is attributable to increases in
revenues in operations acquired prior to 1996.

     COST OF OPERATIONS.  Cost of operations for the nine months ended September
30, 1997 were $44.4 million  compared to $21.3 million for the nine months ended
September 30, 1996. This increase was attributable  primarily to the increase in
revenues  described  above. As a percentage of revenues,  cost of operations was
54.4% in the 1997 period  compared to 52.8% in the 1996  period.  The  increased
costs as a percentage of the Company's overall revenues are due to the impact of
more  substantial  collection  versus  landfill  operations  in the 1997  period
compared  to  the  same  period  in  1996,  in  accordance  with  the  Company's
acquisition-based growth strategy.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.    SG&A expenses increased to
$10.9 million for the nine months ended September 30, 1997 compared to $6.1
million for the nine months ended September 30, 1996.    As a percentage of 
revenues, SG&A expenses decreased to 13.4% in the 1997 period from 15.1% in the
1996 period.  The

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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  EXPENSE.   Depreciation  and  amortization
expense for the nine months ended September 30, 1997 was $15.1 million  compared
to $9.0 million for the nine months ended  September  30, 1996.  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 18.5% and 22.3% for the nine months ended September
30, 1997 and 1996, respectively.  The decline as a percentage of revenues in the
September 1997 period  compared to the September 1996 period is due primarily to
the diminished  concentration  of landfill  assets,  which typically have higher
depreciation and amortization expense than collection operations.

     NET INTEREST  EXPENSE.  Net interest  expense was $5.2 million for the nine
months  ended  September  30, 1997  compared to $4.4 million for the nine months
ended  September 30, 1996.  This  increase is  attributable  to additional  debt
incurred to complete certain 1997 acquisitions.

     INCOME TAXES.  The Company recorded an income tax provision of $2.0 million
for the nine  months  ended  September  30,  1997 and an income  tax  benefit of
$62,000 for the nine months ended September 30, 1996.

LIQUIDITY AND CAPITAL RESOURCES

     Due to the  capital  intensive  nature of the  solid  waste  industry,  the
Company  has  used,  and  expects  to  continue  using,  substantially  all cash
generated  from  operations  to  fund  acquisitions,  capital  expenditures  and
landfill  development.  Certain operating equipment has also been acquired using
leases which have short and medium-term maturities. As a result, the Company has
incurred  working  capital  deficits in the past,  and there can be no assurance
that its  available  working  capital  will be  sufficient  in the  future as it
pursues its  acquisition-based  growth strategy.  Historically,  the Company has
satisfied  its  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.

     Operating  activities  in the quarter  provided  net cash of $27.1  million
compared to $6.3 million in the nine months ended September 30, 1996, reflecting
the additional operating contribution of the companies acquired.

     Investing  activities  used net cash of $150.3 million and $27.3 million in
the nine months ended September 30, 1997 and 1996,  respectively.  The Company's
capital   expenditure   and  working   capital   requirements   have   increased
significantly,   reflecting  the  Company's  rapid  growth  by  acquisition  and
development  of  revenue  producing  assets,  and will  increase  further as the
Company continues to pursue its  acquisition-based  growth strategy.  During the
nine months ended September 30, 1997, the Company spent $16.4 million in capital
expenditures,  of which $8.2  million was for cell  development.  In fiscal year
1997,  the  Company  expects to spend  approximately  $20.0  million for capital
expenditures  of  which  $9.0  million  is  anticipated  to  be  used  for  cell
development.  In connection  with the 1997  Acquisitions,  the Company  invested
$171.0 million ($133.9 million in cash and $37.1 million in common stock).

     In the nine months ended September 30, 1997,  financing activities provided
net cash of $124.7  million,  principally  from the  Company's  May 1997  public
offering and long-term  debt  issuances,  compared to $16.9 million for the nine
months ended September 30, 1996.

     On May 22, 1997, the Company increased the amount of its revolving and term
loan  (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,
from $125 million to $200 million. The Credit Facility provides the Company with
a term loan of $60 million and an expansion  facility of $140 million to be used
for  acquisitions  (of which $20  million  may be used for  working  capital and
letter of credit  purposes).  The  various  loans and lines of credit  under the
Credit  Facility  bear  interest at rates per annum  equal to, at the  Company's
discretion,  either:  (i) the prime rate, plus an applicable margin; or (ii) the
London Interbank  Offered Rate ("LIBOR"),  plus an applicable  margin,  and have
maturities ranging from 2002 to 2004. As of September 30, 1997, the Company had

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borrowed  $119.9  million  under the Credit  Facility.  At such date,  the total
unused  availability under the Credit Facility was $80.1 million.  The Company's
ability  to use the  expansion  facility  is based  upon a number of  covenants,
including the  maintenance of specified debt to equity and fixed charge coverage
ratios.  At September 30, 1997 the Company was in  compliance  with the terms of
these covenants.

     Effective  May 13,  1997,  the  Company  completed  a  public  offering  of
4,600,000 shares (including the underwriters'  over-allotment  option) at $16.50
per share.  This resulted in net proceeds to the Company of approximately  $70.1
million which were used to pay down a portion of the Company's Credit Facility.

     Effective  October  27, 1997 the  Company  completed  a public  offering of
6,000,000 shares of common stock (3.5 million of the shares were issued and sold
by the  Company  and 2.5  million  of the shares  were sold by  certain  selling
stockholders)  at $30.50 per share  resulting  in net proceeds to the Company of
approximately  $100.4 million.  Additionally,  the underwriters  exercised their
over-allotment  option of 837,000  shares of common stock  (825,000  shares were
issued and sold by the  Company and 12,000  shares were sold by certain  selling
stockholders)  resulting in net proceeds to the Company of  approximately  $23.9
million on October 30,  1997.  The  Company  used  substantially  all of the net
proceeds from this offering and the underwriters' over-allotment option to repay
the $60.0  million  term loan and pay down  indebtedness  outstanding  under the
expansion  facility.  At November 14, 1997 the Company had borrowing capacity of
$140.0 million  remaining in the Credit Facility,  with $122.6 million available
under its $140.0 million  expansion  facility.  The Company is in discussions to
establish a  significantly  larger credit facility that would afford the Company
greater financing flexibility and reduce borrowing costs.

     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.

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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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 a Form 8-K dated  September 10,
         1997  (Items  2  and  7).  The  following  financial   statements  were
         incorporated by reference into such Form 8-K:

         Unaudited Pro Forma Consolidated Financial Statements
           Pro  Forma  Condensed  Consolidated  Balance  Sheet at June 30,  1997
            (Unaudited)  
           Pro Forma  Consolidated  Income  Statement  for the year ended 
            December 31, 1996  (Unaudited)  
           Pro Forma  Consolidated  Income Statement for the six months ended 
            June 30, 1997 (Unaudited)

         Fred B. Barbara Companies
           Combined Balance Sheets at June 30, 1997 and at December 31, 1996 
            and 1995
           Combined  Statements of Income for the six months ended June 30,
            1997 and for the years ended December 31, 1996, 1995 and 1994
           Combined Statements of Stockholders'  Equity for the six months ended
            June 30, 1997 and for the years ended  December 31,  1996,  1995 
            and 1994
           Combined  Statements  of Cash Flows for the six months ended June 30,
            1997 and for the years ended December 31, 1996, 1995 and 1994




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                                   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: November 14, 1997           /s/ Stephen P. Lavey
                                  ---------------------
                                  Stephen P. Lavey
                                  Vice President and Chief Financial Officer





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