<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-Q

(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

     For the quarterly period ended March 31, 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 1-11097

                       3CI COMPLETE COMPLIANCE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                      Delaware                            76-0351992
        -------------------------------                ------------------
        (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)                Identification No.)

                   910 Pierremont, #312 Shreveport, LA. 71106
                   ------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                  (318)869-0440
              ----------------------------------------------------
              (Registrant's telephone number, including area code)
                             ----------------------

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

     YES [X]   NO [ ]

                            ------------------------


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

     The number of shares of Common Stock outstanding as of the close of
business on May 14, 1996, was 9,900,311.

                     3CI COMPLETE COMPLIANCE CORPORATION

<PAGE>   2
                                    I N D E X


<TABLE>
<CAPTION>

                                                                                             Page
                                                                                             Number
                                                                                             ------
<S>                                                                                         <C>
PART I.          FINANCIAL INFORMATION

      Item 1.    Financial Statements

                 Consolidated Balance Sheets as of
                    March 31, 1997 (unaudited) and September 30, 1996.......................      2

                 Consolidated Statements of Operations for the three months and
                    six months ended March 31, 1997 and 1996 (unaudited)....................      3

                 Consolidated Statements of Cash Flows for the
                     six months ended March 31, 1997 and
                     1996 (unaudited).......................................................      4

                 Notes to Consolidated Financial Statements (unaudited).....................      5


      Item 2.    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations.....................................      8

PART II.         OTHER INFORMATION

      Item 1.    Legal Proceedings  ........................................................     12

      Item 2.    Changes in Securities......................................................     13

      Item 3.    Defaults Upon Senior Securities............................................     13

      Item 4.    Submission of Matters to a Vote
                    Of Security Holders.....................................................     13

      Item 5.    Other Information  ........................................................     13

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

SIGNATURES  ................................................................................     18
</TABLE>


                                       1
<PAGE>   3

Item 1.  Financial Statements


                       3CI COMPLETE COMPLIANCE CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)



<TABLE>
<CAPTION>
                                                                                               March 31,       September 30,
                                                                                                 1997              1996
                                                                                             ============      ============
<S>                                                                                          <C>               <C>         
                                               ASSETS
Current Assets:
    Cash and cash equivalents                                                                $         --      $         --
    Restricted cash                                                                               130,000           130,000
    Accounts receivable, less allowances of $997,926 and $990,994
        at March 31, 1997 and September 30, 1996, respectively                                  5,056,561         3,753,421
    Inventory                                                                                      73,369            59,045
    Other current assets                                                                          839,182           232,989
                                                                                             ------------      ------------
        Total current assets                                                                    6,099,112         4,175,455
                                                                                             ------------      ------------

Property, plant and equipment, at cost                                                         11,329,426        11,396,144
      Accumulated depreciation                                                                 (2,918,199)       (2,933,525)
                                                                                             ------------      ------------
        Net property, plant and equipment                                                       8,411,227         8,462,619
                                                                                             ------------      ------------

Excess of cost over net assets acquired, net of accumulated amortization
      of $62,488 and $49,988 at March 31, 1997 and September 30, 1996, respectively               374,743           387,243
Other intangible assets, net of accumulated amortization of $111,828 and
      $74,552 at March 31, 1997 and September 30, 1996, respectively                              312,249           349,502
                                                                                             ------------      ------------
           Total assets                                                                      $ 15,197,331      $ 13,374,819
                                                                                             ============      ============

                                LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Bank overdraft                                                                           $    363,794      $     34,382
    Notes payable                                                                                 734,187           211,928
    Current portion of long-term debt, unaffiliated lenders                                       885,670         1,314,290
    Accounts payable                                                                            2,103,519         1,866,223
    Accounts payable, affiliated companies                                                        355,156           319,156
    Accrued liabilities                                                                         2,022,244         2,361,006
    Note payable majority shareholder                                                          11,018,758         8,842,969
                                                                                             ------------      ------------
        Total current liabilities                                                              17,483,328        14,949,954
                                                                                             ------------      ------------

Long-term debt unaffliated lenders, net of current portion                                        809,462           742,400
                                                                                             ------------      ------------
        Total liabilities                                                                      18,292,790        15,692,354
                                                                                             ------------      ------------

Accrued stock put option                                                                        1,696,500         1,696,500

Shareholders'  Equity:
    Preferred stock, no par value, authorized 1,000,000 shares; none issued
    Common stock, $.01 par value, authorized 15,000,000 shares;
        issued and outstanding 9,900,311 and 9,900,311 shares at
        March 31, 1997 and September 30, 1996, respectively                                        99,004            99,004
    Additional Paid-in capital                                                                 20,108,743        20,108,743
    Accumulated deficit                                                                       (24,999,706)      (24,221,782)
                                                                                             ------------      ------------
        Total Shareholders' equity                                                             (4,791,959)       (4,014,035)
                                                                                             ------------      ------------
        Total liabilities and shareholders' equity                                           $ 15,197,331      $ 13,374,819
                                                                                             ============      ============
</TABLE>

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

                                       2

<PAGE>   4
                         3CI COMPLETE COMPLIANCE CORPORATION
                       CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                       For the               For the            For the             For the
                                                  Three Months Ended     Three Months Ended  Six Months Ended   Six Months Ended
                                                      March 31,              March 31,          March 31,          March 31,
                                                       1997                    1996               1997               1996
                                                    ===========             ===========        ===========        =========== 
<S>                                                 <C>                     <C>                <C>                <C>         
Revenues                                            $ 4,635,613             $ 4,408,871        $ 9,309,272        $ 9,151,924
Expenses:                                                                
      Cost of services                                3,636,821               3,506,168          7,168,109          7,336,680
      Depreciation and amortization                     340,354                 540,433            698,146            981,226
      Selling, general and administrative               790,384                 945,078          1,596,157          1,907,494
                                                    -----------             -----------        -----------        -----------
      Loss from operations                             (131,946)               (582,808)          (153,140)        (1,073,476)
                                                                         
Other income (expense):                                                  
Interest and other expense, net                        (300,403)               (204,970)          (624,785)          (373,928)
Loss before income taxes and accretion                                   
    of stock put                                       (432,349)               (787,778)          (777,925)        (1,447,404)
                                                    -----------             -----------        -----------        -----------
                                                                         
Income taxes                                                 --                      --                 --                 --
Accretion of stock put                                       --                      --            (26,052)
                                                    ===========             ===========        ===========        =========== 
Net loss                                            $  (432,349)            $  (787,778)       $  (777,925)       $(1,473,456)
                                                    ===========             ===========        ===========        =========== 
                                                                         
Weighted average shares outstanding                   9,034,811               8,783,258          9,034,811          8,710,906
                                                    ===========             ===========        ===========        =========== 
                                                                         
Net loss per common share                           $     (0.05)            $     (0.09)       $     (0.09)       $     (0.17)
                                                    ===========             ===========        ===========        =========== 
</TABLE>




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



                                       3
<PAGE>   5

                       3CI COMPLETE COMPLIANCE CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                   For the           For the
                                                                              Six Months Ended    Six Months Ended
                                                                                  March 31,          March 31,
                                                                                    1997               1996
                                                                                 -----------        -----------
<S>                                                                              <C>                <C>        
Cash flow from operating activities:
     Net loss                                                                    $  (777,925)       $(1,473,456)
     Adjustments to reconcile net loss to net cash
        provided by (used in) operating activities:
         (Gain) loss on disposal of fixed and intangible assets                           --                 --
         Interest expense of affiliated debt                                         401,885
         Depreciation and amortization                                               698,146            981,226
         Accretion of stock put                                                       26,052

         Change in assets and liabilities:
             (Increase) decrease in restricted cash                                       --            (30,000)
             (Increase) decrease in accounts receivable, net                      (1,303,140)          (529,858)
             (Increase) decrease in inventory                                        (14,324)            31,748
             (Increase) decrease in prepaid expenses                                (606,193)          (196,688)
             Increase (decrease) in bank overdrafts                                  329,412            556,126
             Increase (decrease) in accounts payable                                 237,296            556,126
             Increase (decrease) in accounts payable, affiliated companies            36,000            (17,890)
             Increase (decrease) in accrued liabilities                             (338,762)          (923,487)
                                                                                 -----------        -----------
                    Total adjustments to net loss                                   (961,565)           855,240
                                                                                 -----------        -----------
                    Net cash provided by (used in) operating activities           (1,739,490)          (618,216)
                                                                                 -----------        -----------

Cash flow from investing activities:

     Proceeds from sale of property, plant and equipment                                  --                 --
     Purchase of property, plant and equipment                                      (101,686)          (774,871)
     Increase in Intangible assets                                                        --           (322,761)
                                                                                 -----------        -----------
                    Net cash used in investing activities                           (101,686)        (1,097,632)
                                                                                 -----------        -----------

Cash flow from financing activities:
     Proceeds from issuance of notes payable                                              --                 --
     Principal reduction of notes payable                                           (404,133)          (226,501)
     Proceeds from issuance of long-term debt, unaffiliated lenders                       --            166,338
     Reduction of long-term debt, unaffiliated lenders                              (872,800)          (393,381)
     Proceeds from issuance of note payable to majority shareholder                1,766,000          3,200,000
                                                                                                    -----------
                                                                                                    -----------
                    Net cash provided by financing activities                        489,067          2,746,456
                                                                                 -----------        -----------

Net (decrease) increase in cash and cash equivalents                              (1,352,109)         1,030,608
                                                                                 -----------        -----------

Cash and cash equivalents, beginning of period                                            --             78,556
                                                                                 -----------        -----------

Cash and cash equivalents, end of period                                         $(1,352,109)       $ 1,109,164
                                                                                 ===========        ===========
</TABLE>



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


                                       4



<PAGE>   6



                       3CI COMPLETE COMPLIANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1997
                                   (unaudited)


(1)    Organization and Basis of Presentation

3CI Complete Compliance Corporation (the Company or 3CI), a Delaware
Corporation, is engaged in the collection, transportation and treatment of
biomedical waste in the southeastern and southwestern United States. In February
1994, subsidiaries of 3CI acquired all the assets and business operations of
American Medical Transports Corporation (AMTC), an Oklahoma corporation, and
A/MED, Inc. (A/MED), a Delaware corporation. Both AMTC and A/MED were engaged in
businesses similar to that of 3CI. Waste Systems, Inc. (WSI), a Delaware
corporation, was the majority shareholder of both AMTC and A/MED (the
Companies). Additionally, in February 1994, WSI purchased 1,255,182 shares of
3CI common stock from American Medical Technologies (AMOT).

As a result of the transactions described above, WSI became the majority
shareholder of 3CI immediately following the acquisition of AMTC and A/MED. For
accounting purposes, AMTC and A/MED were considered the acquirer in a reverse
acquisition. The combined financial statements of AMTC and A/MED are the
historical financial statements of the Company for periods prior to the date of
the business acquisition. Historical combined shareholders' equity of AMTC and
A/MED has been retroactively restated for the equivalent number of 3CI shares
received for the assets and business operations of AMTC and A/MED, and the
combined accumulated deficit of AMTC and A/MED has been carried forward.

The accompanying consolidated financial statements have been prepared, without
audit, by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. As applicable under such regulations, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. The Company believes that the presentation and disclosures
herein are adequate to make the information not misleading and the financial
statements reflect all adjustments which are necessary for a fair presentation
of these financial statements. Certain reclasses have been made to prior year
accounts to conform to current year presentations. These financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
September 30, 1996, as filed with the Securities and Exchange Commission.

(2)      Net Income (Loss) Per Common Share

Net income (loss) per common share was computed by dividing net income (loss)
for each quarterly period by the weighted average number of common shares
outstanding for each period. In October 1994, the Company acquired substantially
all the assets and assumed certain liabilities of River Bay Corporation. The
865,500 shares issued in connection with the acquisition of River Bay have been
excluded from weighted average shares outstanding. The accretion of a Stock Put
Option related to the purchase of the River Bay division is reflected as a
reduction of net income in determining net income to common shareholders. In
conjunction with the business acquisition with respect to AMTC and A/MED the
weighted average shares outstanding have been retroactively restated for reverse
acquisition accounting to reflect the equivalent shares based on the conversion
ratio established in the merger transaction. The effect of stock options and
warrants is antidilutive and is therefore not considered in the calculation of
net loss per common share.


                                       5
<PAGE>   7
(3)      Business Conditions

The Company has consistently incurred losses for the past several fiscal years
and losses have continued into fiscal 1997. The Company has historically relied
on WSI for funding, and such support has once again been necessary into the
second quarter of fiscal 1997 and will continue to be necessary for the
remaining fiscal year of 1997.

In October 1994, WSI made a non-interest bearing cash advance of $1,000,000 to
the Company, which was converted into 416,667 shares of Common Stock in April
1995. In the first half of 1995, WSI made non-interest bearing cash advances
totaling $4,100,000 to the Company. In June 1995, the Company executed a
$6,000,000 revolving promissory note, which was utilized in part to repay the
advances. This note was renegotiated in September 1995, increasing the total
available to $8,000,000 including interest, with principal not to exceed
$7,400,000. Interest is payable in quarterly installments which are
automatically added to the outstanding principal balance, if not paid. The note
bears interest at the prime rate and became due on December 31, 1996. As of
March 31, 1997 and September 30,1996, the Company has borrowed $11,018,758 and
$8,842,969 respectively under the note. As a significant amount of the advances
from WSI have historically been non interest bearing, some of which was
ultimately converted to equity, interest expense in 1997 has increased
significantly as a result of the of the advances made pursuant to the interest
bearing note.

Since September 30, 1996, WSI has made additional cash advances to the Company
totaling $2,175,789 including interest expense. Due to the additional cash
advances that have been made in excess of the principal in the original
promissory note, the Company entered into a second Revolving Credit Facility of
$2.7 million including deferred interest dated December 20, 1996 with a maturity
date of February 28, 1997. It is the intent of WSI and 3CI that this Revolving
Promissory Note shall evidence all sums owing by 3CI to WSI to the extent that
such sums represents advances of funds by 3CI in excess of the maximum limits
fixed under that certain $8,000,000 Revolving Promissory Note dated September
30, 1995. The Promissory Note dated September 30, 1995 has a due date of
December 31, 1996 of which the Company has requested from and received an
monthly extension of the Promissory Note dated September 30, 1995 to discuss
with WSI on the possibility of restructuring the terms of the Revolving
Promissory Note. This note has been further extended until June 30, 1997. The
second Revolving Credit Facility of $2.7 million dated December 20, 1996, with a
maturity date of February 28, 1997, has also been extended until June 30, 1997.

In February 1997, the Company received a letter from the NASDAQ Stock Market,
Inc. regarding the Company's failure to meet listing requirements. These
requirements include maintaining a minimum capital and surplus of at least
$1,000,000 and a minimum bid price of $1.00. To achieve these requirements the
Company has negoitated with WSI to convert $7,000,000 of both WSI credit
facilities into equity. This conversion will be accomplished by June 25, 1997.
The Company has also begun discussions with WSI regarding the restructuring of
the Promissory Note dated September 30, 1995. If a resolution can not be
accomplished and the Company is unable to obtain alternative financing, there
can be no assurance that the Company will be able to meet its obligations as
they become due or realize the recorded value of its assets and would likely be
forced to seek bankruptcy protection.

The nature and level of competition in the medical waste industry has remained
high for several years. This condition has produced aggressive price competition
and results in pressure on profit margins. The Company competes against
companies which have access to greater capital resources. In order to compete in
this industry on a long-term basis and fully realize its business strategy, the
Company will require additional and continued financing and other assistance
from its current stockholders and if available, from outside sources. There is


                                       6
<PAGE>   8
no assurance that adequate funds for these purposes will be available when
needed or, if available, on terms acceptable to the Company.

 (4)     Commitments and Contingencies

In May 1995, a group of minority stockholders of the Company, including Patrick
Grafton, former Chief Executive Officer of the Company, acting individually and
purportedly on behalf of all minority stockholders, and on behalf of the
Company, filed suit in James T. Rash, et al v. Waste Systems, Inc., et al, No.
95-024912 in the District Court of Harris County, Texas, 129th Judicial
District, against the Company, WSI and various directors of the Company. The
plaintiffs have alleged minority stockholder oppression, breach of fiduciary
duty and breach of contract and "thwarting of reasonable expectations" and have
demanded an accounting, appointment of a receiver for the sale of the Company,
unspecified actual damages and punitive damages of $10 million, plus attorney's
fees. In addition, Mr. Grafton has alleged unspecified damages as a result of
his removal as an officer and director of the Company and the Company's failure
to renew his employment agreement in March 1995 and has alleged that such
removal was wrongful and ineffective. The Company's insurer has denied coverage
in the lawsuit. The Company has denied all material allegations of the lawsuit
and believes that the resolution of this matter, including attorneys fees
incurred in the Company's defense, could have a material adverse effect on the
Company's financial condition. However, the outcome of this cannot be predicted,
and an adverse decision in the lawsuit would likely have a material adverse
effect on the Company's financial condition and results of operations.

In June 1995, the former stockholders of Med-Waste filed suit in James H.
Shepherd, et al v. 3CI Complete Compliance Corporation, et al, No.
C.V.-95-1441-1 in the Circuit Court of Hot Spring County, Arkansas, against the
Company and various current and former officers and directors of the Company.
Plaintiffs have alleged violations of federal and state securities laws, breach
of contract, common law fraud and negligence in connection with the acquisition
of Med-Waste by the Company and have demanded rescission, restitution,
unspecified actual damages and punitive damages of $10 million, plus attorney's
fees. The case was transferred to the United States District Court of the
Western District of Arkansas, Hot Springs Division and in November 1996 was
subsequently transferred to the United States District Court for the Western
District of Louisiana. The parties, other than Patrick Grafton, former Chief
Executive Officer of the Company, have agreed to settle the suit in
consideration for the issuance by the Company to the plaintiffs of 250,000
shares of Common Stock and the payment by the Company to the plaintiffs of 20%
to 55% of the pre-tax profits, as defined, attributable to the assets previously
acquired from Med-Waste until such time as the shares of Common Stock held by
the plaintiffs become freely tradable and the market price of the Common Stock
averages at least $2.50 over a period of 42 consecutive days. In addition, the
Company and WSI have agreed to repurchase the shares of Common Stock held by the
plaintiffs for $2.50 per share in certain events, including the bankruptcy of
the Company or in the event WSI ceases to be the largest beneficial holder of
the Common Stock. The obligations of the Company to the plaintiffs are secured
by a security interest in most of the assets of the Company, and WSI has agreed
to subordinate its loans to the Company, and all related security interests, to
the obligations, and the related security interests, of the Company to the
plaintiffs.

In connection with an auto accident in July 1996, two suits have been filed
against the Company. Ryan O'Neil Youmans & Anita Youmans v. American 3CI, et al,
No. CV9604899, was filed in the Circuit Court of Jefferson County, Alabama, in
August 1996. Jimmy R. Whitfield & Rhonda Whitfield v. Paul Bronger, American
3CI, et al. No. CV-96-847, was filed in the Circuit Court of Shelby County,
Alabama in November of 1996. These proceedings have just been initiated and
little or no discovery has been conducted. Although the Company's insurer has
acknowledged that it provides coverage for this accident, the outcome of this
cannot be predicted. An adverse decision in the lawsuit is not likely to have a
material effect on the Company's financial condition and results of operations.


                                       7
<PAGE>   9
On or about March 10, 1997 the Company commenced arbitration proceedings before
the American Arbitration Association in Houston, Texas against River Bay
Corporation and Marlan Baucum seeking to set aside a Purchase Agreement entered
into between those parties on or about October 10, 1994, together with ancillary
agreements pertaining thereto. The Company is seeking damages and/or to set
aside the Purchase Agreement and collateral agreements, including a Put Option
Agreement which, if otherwise enforceable, would require the payment by the
Company of approximately $1,700,000.00 for 565,500 shares of 3CI stock. On or
about May 10, 1997 the Company filed a Petition of Arbitration in Suit No.
422,107 of the First Judicial District Court, Caddo Parish, Louisiana, naming
River Bay Corporation and Marlan Baucum as defendants therein. This lawsuit
seeks an injunction and stay of all judicial and extra-judicial proceedings
pursuant to the Put Agreement until such time as the arbitration is completed.
This action was removed by the defendants to the U.S. District Court for the
Western District of Louisiana, Shreveport Division in Civil Action No. 97-0578.
The Company's motion for a preliminary injunction has been set for May 21, 1997.

In response, on April 9, 1997 Bank of Raleigh and Smith County Bank, assignees
of certain rights under the Purchase agreement, commenced a complaint for
declaratory and monetary relief in the U.S. District Court for the Southern
District of Mississippi, Jackson Division in Civil Action No. 3:97cv249BN. The
Smith County Bank and Bank of Raleigh have prayed declaratory judgment declaring
the arbitration provision in the Purchase Agreement to be not binding upon said
banks, declaratory judgement declaring the claims of 3CI against River Bay to be
subordinate to the claims of the banks, for unspecified compensatory damages and
for punitive damages of at least $1,000,000.00.

The Company is subject to certain other litigation and claims arising in the
ordinary course of business. In the opinion of management of the Company, the
amounts ultimately payable, if any, as a result of such claims and assessment
will not have a materially adverse effect on the Company's financial position or
results of operations except where noted above.

                                       8
<PAGE>   10



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

                              RESULTS OF OPERATIONS

The following summarizes (in thousands) the Company's operations:

<TABLE>
<CAPTION>

                                              Three Months Ended                   Six Months Ended
                                                    March 31,                            March 31,
                                            ---------------------------       ---------------------------
                                               1997              1996              1997           1996
                                             --------          --------         --------         --------
<S>                                         <C>               <C>              <C>              <C>
Revenues                                     $ 4,636           $ 4,409           $ 9,309         $ 9,152
Costs of Services                              3,639             3,506             7,168           7,337
Selling, General and
  Administrative Expense                         790               945             1,596           1,907
Loss from operations                            (132)             (583)            ( 153)         (1,073)
Other Expense and Stock Accretion, Net          (300)             (205)             (625)           (400)
Net loss                                        (432)             (788)             (778)         (1,473)
</TABLE>

                                                                                

Three months ended March 31, 1997 compared to three months ended March 31, 1996:

Revenues:

Revenues for the three month period ended March 31, 1997, increased to
$4,635,613 from revenues for the three month period ended March 31, 1996 of
$4,408,871. The increase in revenue is primarily due to an increase in an
overall increase in volume. The industry continued to experience a downward
pressure in pricing caused by competitors attempting to gain market share
through deep discount pricing.

Costs of Services:

Cost of services increased to $3,636,821 for the three months ended March 31,
1997, compared to $3,506,168 for the three month period ended March 31, 1996.
The increased cost of services resulted from the increased volume of waste the
Company is processing.

Selling, General and Administrative Expenses ("SG&A"):

Selling, General and Administrative expense for the three month period ended
March 31, 1997, decreased to $790,384 compared to $945,078 for the three month
period ended March 31, 1996. As a percentage of revenue, the expense for the
1996 period decreased to 17.1% compared to 21.4% for the 1996 period.


Depreciation and amortization expense for the three months ended March 31, 1997
decreased to $340,354 compared $540,433 for the months ended March 31, 1996.
This reduction is primarily related to the Impairment of Intangible assets
writedown taken at September 30, 1996.


Interest Expense increased to $250,620 for the quarter ended March 31, 1997 from
$204,970 for the three months ended March 31, 1996. This increase was due to
interest expense related to the WSI promissory note.

                                       9
<PAGE>   11
Six months ended March 31, 1997 compared to six months ended March 31, 1996:

Revenues:

Revenues for the six month period ended March 31, 1997, increased to $9,309,272
from revenues for the six month period ended March 31, 1996 of $9,151,924. This
increase in revenue is primarily due to an overall increases in volume. The
industry continued to experience a downward pressure in pricing caused by
competitors attempting to gain market share through deep discount pricing.

Costs of Services:

Cost of services decreased to $7,168,109 for the six months ended March 31,
1997, compared to $7,336,680 for the six month period ended March 31, 1996. The
decrease in cost of services is a result of the Company reducing transportation
costs, incineration costs paid to third parties, and the effect of implementing
a program to shift to reusable containers from cardboard boxes.

Selling, General and Administrative Expenses ("SG&A"):

Selling, General and Administrative expense for the six month period ended March
31, 1997 decreased to $1,596,157 compared to $1,907,494 for the six month period
ended March 31, 1996. As a percentage of revenue, expenses for the 1997 period
decreased to 17.1% compared to 20.8% for the 1996 period.

Depreciation and amortization expense for the six months ended March 31, 1997
decreased to $698,146 compared $981,226. This reduction is primarily related to
the Impairment of Intangible assets writedown taken at September 30, 1996.

Interest Expense increased to $508,412 for the six months month ended March 31,
1997 from $373,928 for the six months ended March 31, 1996. This increase in
interest expense was due to the WSI promissory note.


                         LIQUIDITY AND CAPITAL RESOURCES


Operating Activities

The Company has continued to experience a cash loss from operations during the
six months ended March 31, 1997. The Company anticipates a cash deficit from
operations for the remainder of fiscal year 1997 and will be dependent upon WSI
to fund its continued operations. However, no assurance can be given that WSI
will continue to advance funds to the Company and to forego demand for payment
of the current indebtedness of the Company to WSI. In the event that WSI fails
to advance required funds to the Company or demands paytment of current
indebtedness, the Company would have limited financing sources and would likely
be forced to seek bankruptcy protection.



Investing Activities

During the first two quarters ending in March 31, 1997, the Company invested
$440,000 for transportation, machinery and equipment, computer equipment and
software.


                                       10
<PAGE>   12
Financing Activities

The Company has historically funded its operations, acquisitions and debt
service through cash advances from WSI. As a result of its prior expansion and
program of acquisitions, the Company has experienced liquidity deficiencies.

In October 1994, WSI made a non-interest bearing cash advance of $1,000,000 to
the Company, which was converted into 416,667 shares of Common Stock in April
1995. In the first half of 1995, WSI made non-interest bearing cash advances
totaling $4,100,000 to the Company. In June 1995, the Company executed a
$6,000,000 revolving promissory note, which was utilized in part to repay the
advances. This note was renegotiated in September 1995, increasing the total
available to $8,000,000 including interest, with principal not to exceed
$7,400,000. Interest is payable in quarterly installments which are
automatically added to the outstanding principal balance, if not paid. The note
bears interest at the prime rate and became due on December 31, 1996. As of
March 31, 1997 and September 30,1996, the Company has borrowed $11,018,758 and
$8,842,969 respectively under the note. As a significant amount of the advances
from WSI have historically been non interest bearing, some of which was
ultimately converted to equity, interest expense in 1997 has increased
significantly as a result of the of the advances made pursuant to the interest
bearing note.

Since September 30, 1996, WSI has made additional cash advances to the Company
totaling $2,175,789 including interest expense. Due to the additional cash
advances that have been made in excess of the principal in the original
promissory note, the Company entered into a second Revolving Credit Facility of
$2.7 million including deferred interest dated December 20, 1996 with a maturity
date of February 28, 1997. It is the intent of WSI and 3CI that this Revolving
Promissory Note shall evidence all sums owing by 3CI to WSI to the extent that
such sums represents advances of funds by 3CI in excess of the maximum limits
fixed under that certain $8,000,000 Revolving Promissory Note dated September
30, 1995. The Promissory Note dated September 30, 1995 has a due date of
December 31, 1996 of which the Company has requested from and recieved an
monthly extension of the Promissory Note dated September 30, 1995 to discuss
with WSI on the possibility of restructuring the terms of the Revolving
Promissory Note. This note has been further extended until May 31, 1997. The
second Revolving Credit Facility of $2.7 million dated December 20, 1996, with a
maturity date of February 28, 1997, has also been extended until June 30, 1997.

In February 1997, the Company received a letter from the NASDAQ Stock Market,
Inc. regarding the Company's failure to meet minimum listing requirements. These
requirements include maintaining a minimum capital and surplus of at least
$1,000,000 and a minimum bid price of $1.00. During an oral hearing with the
NASDAQ Stock Market, Inc. the Company outlined a plan with a time frame to meet
the listing requirements as established by the NASDAQ. This plan entailed the
conversion of $7,000,000.00 of WSI debt to preferred stock. It is anticipated
that this conversion of debt to equity will be completed by June 25, 1997. While
the Company is completing the debt to equity conversion the trading symbol for
the Company will be TCCCC. The Company is continuing discussions with WSI
regarding the restructuring of the Promissory Note dated September 30, 1995
regarding extension of it's due date. If a resolution can not be accomplished
and the Company is unable to obtain alternative financing, there can be no
assurance that the Company will be able to meet its obligations as they become
due or realize the recorded value of its assets and would likley be forced to
seek bankruptcy protection.


                                       11
<PAGE>   13
                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -
In May 1995, a group of minority stockholders of the Company, including Patrick
Grafton, former Chief Executive Officer of the Company, acting individually and
purportedly on behalf of all minority stockholders, and on behalf of the
Company, filed suit in James T. Rash, et al v. Waste Systems, Inc., et al, No.
95-024912 in the District Court of Harris County, Texas, 129th Judicial
District, against the Company, WSI and various directors of the Company. The
plaintiffs have alleged minority stockholder oppression, breach of fiduciary
duty and breach of contract and "thwarting of reasonable expectations" and have
demanded an accounting, appointment of a receiver for the sale of the Company,
unspecified actual damages and punitive damages of $10 million, plus attorney's
fees. In addition, Mr. Grafton has alleged unspecified damages as a result of
his removal as an officer and director of the Company and the Company's failure
to renew his employment agreement in March 1995 and has alleged that such
removal was wrongful and ineffective. The Company's insurer has denied coverage
in the lawsuit. The Company has denied all material allegations of the lawsuit
and believes that the resolution of this matter, including attorneys fees
incurred in the Company's defense, could have a material adverse effect on the
Company's financial condition. However, the outcome of this cannot be predicted,
and an adverse decision in the lawsuit would likely have a material adverse
effect on the Company's financial condition and results of operations.

In June 1995, the former stockholders of Med-Waste filed suit in James H.
Shepherd, et al v. 3CI Complete Compliance Corporation, et al, No.
C.V.-95-1441-1 in the Circuit Court of Hot Spring County, Arkansas, against the
Company and various current and former officers and directors of the Company.
Plaintiffs have alleged violations of federal and state securities laws, breach
of contract, common law fraud and negligence in connection with the acquisition
of Med-Waste by the Company and have demanded rescission, restitution,
unspecified actual damages and punitive damages of $10 million, plus attorney's
fees. The case was transferred to the United States District Court of the
Western District of Arkansas, Hot Springs Division and in November 1996 was
subsequently transferred to the United States District Court for the Western
District of Louisiana. The parties, other than Patrick Grafton, former Chief
Executive Officer of the Company, have agreed to settle the suit in
consideration for the issuance by the Company to the plaintiffs of 250,000
shares of Common Stock and the payment by the Company to the plaintiffs of 20%
to 55% of the pre-tax profits, as defined, attributable to the assets previously
acquired from Med-Waste until such time as the shares of Common Stock held by
the plaintiffs become freely tradable and the market price of the Common Stock
averages at least $2.50 over a period of 42 consecutive days. In addition, the
Company and WSI have agreed to repurchase the shares of Common Stock held by the
plaintiffs for $2.50 per share in certain events, including the bankruptcy of
the Company or in the event WSI ceases to be the largest beneficial holder of
the Common Stock. The obligations of the Company to the plaintiffs are secured
by a security interest in most of the assets of the Company, and WSI has agreed
to subordinate its loans to the Company, and all related security interests, to
the obligations, and the related security interests, of the Company to the
plaintiffs.

In connection with an auto accident in July 1996, two suits have been filed
against the Company. Ryan O'Neil Youmans & Anita Youmans v. American 3CI, et al,
No. CV9604899, was filed in the Circuit Court of Jefferson County, Alabama, in
August 1996. Jimmy R. Whitfield & Rhonda Whitfield v. Paul Bronger, American
3CI, et al. No. CV-96-847, was filed in the Circuit Court of Shelby County,
Alabama in November of 1996. These proceedings have just been initiated and
little or no discovery has been conducted. Although the Company's insurer has
acknowledged that it provides coverage for this accident, the outcome of this
cannot be predicted. An adverse decision in the lawsuit is not likely to have a
material effect on the Company's financial condition and results of operations
On or about March 10, 1997 the Company commenced arbitration proceedings before
the American Arbitration Association in Houston, Texas against River Bay
Corporation and Marlan Baucum seeking to set aside a Purchase Agreement entered
into between those parties on or about October 10, 1994, together with ancillary
agreements pertaining thereto. The Company is seeking damages and/or to set
aside the Purchase Agreement and collateral agreements, including a Put Option
Agreement which, if otherwise enforceable, would require the payment by the
Company of approximately $1,700,000.00 for 565,500 shares of 3CI stock. On or

                                       12
<PAGE>   14

about May 10, 1997 the Company filed a Petition of Arbitration in Suit No.
422,107 of the First Judicial District Court, Caddo Parish, Louisiana, naming
River Bay Corporation and Marlan Baucum as defendants therein. This lawsuit
seeks an injunction and stay of all judicial and extra-judicial proceedings
pursuant to the Put Agreement until such time as the arbitration is completed.
This action was removed by the defendants to the U.S. District Court for the
Western District of Louisiana, Shreveport Division in Civil Action No. 97-0578.
The Company's motion for a preliminary injunction has been set for May 21, 1997.

In response, on April 9, 1997 Bank of Raleigh and Smith County Bank, assignees
of certain rights under the Purchase agreement, commenced a complaint for
declaratory and monetary relief in the U.S. District Court for the Southern
District of Mississippi, Jackson Division in Civil Action No. 3:97cv249BN. The
Smith County Bank and Bank of Raleigh have prayed declaratory judgment declaring
the arbitration provision in the Purchase Agreement to be not binding upon said
banks, declaratory judgement declaring the claims of 3CI against River Bay to be
subordinate to the claims of the banks, for unspecified compensatory damages and
for punitive damages of at least $1,000,000.00.


Item 2.  Changes in Securities - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits -


                                       13

<PAGE>   15




                              (b) INDEX TO EXHIBITS

         Exhibits

         Except as otherwise indicated, the following documents are incorporated
         by reference as Exhibits to this Report (as used in the following
         listing, "3CI" refers to the Company):

  Exhibit                                                             
  Number                         Description              
      
   2.1.   Copy of  Agreement  of Purchase and Sale dated as of June 27, 1991 by,
          between and among American Medical Technologies, Inc., Harry Argovitz,
          et ux, Complete Compliance  Corporation and 3CI Transportation Systems
          Corporation,  as amended by the First  Amendment  thereto  dated as of
          September 3, 1991 and the Second Amendment thereto dated as of October
          7,  1991   (incorporated  by  reference  to  Exhibit  10(a)  of  3CI's
          registration  statement on Form S-1 (No. 33-45632) effective April 14,
          1992).
   2.2.   Copy of Blanket  Conveyance,  Bill of Sale and Assignment  dated as of
          September  6,  1991  executed  and   delivered  by  American   Medical
          Technologies,  Inc.,  in favor of 3CI  (incorporated  by  reference to
          Exhibit  10(o)  of  3CI's  registration  statement  on Form  S-1  (No.
          33-45632) effective April 14, 1992).

   2.3.   Copy of Asset Purchase Agreement dated as of December 10, 1991 between
          3CI,  MedCon,  Inc.,  and  Harry S.  Allen,  individually  and as sole
          shareholder  of MedCon,  Inc.  (incorporated  by  reference to Exhibit
          10(d)  of 3CI's  registration  statement  on Form  S-1 (No.  33-45632)
          effective April 14, 1992).

   2.4.   Copy of  First  Amendment  dated  March  26,  1992 to  Asset  Purchase
          Agreement by, and between and among,  MedCon, Inc., Harry S. Allen, as
          sole shareholder of MedCon,  Inc., and 3CI  (incorporated by reference
          to  Exhibit  10(n) of 3CI's  registration  statement  on Form S-1 (No.
          33-45632) effective April 14, 1992).

   2.5.   Copy of  Second  Amendment  dated  May  22,  1992  to  Asset  Purchase
          Agreement by, between and among MedCon,  Inc.,  Harry S. Allen, as the
          sole shareholder of MedCon, Inc. and 3CI (incorporated by reference to
          Exhibit  2.6 of 3CI's  Annual  Report on Form 10-K for the fiscal year
          ended September 30, 1992).

   2.6.   Copy  of  Third  Amendment  dated  October,  1992  to  Asset  Purchase
          Agreement by, between and among MedCon,  Inc., Harry S. Allen, as sole
          shareholder  of MedCon,  Inc.  and 3CI  (incorporated  by reference to
          Exhibit  2.7 of 3CI's  Annual  Report on Form 10-K for the fiscal year
          ended September 30, 1992).

   2.7.   Purchase Agreement and Plan of Reorganization  dated February 4, 1994,
          among  A/MED,  Inc.,  3CI  Complete  Compliance  Corporation  and  3CI
          Acquisition  Corp./A/MED  (incorporated by reference to Exhibit 1.1 of
          3CI's report on Form 8-K filed February 7, 1994).

   2.8.   Purchase Agreement and Plan of Reorganization  dated February 4, 1994,
          among  A/Med,  Inc.,  3CI  Complete  Compliance  Corporation  and  3CI
          Acquisition  Corp./A/MED  (incorporated by reference to Exhibit 1.2 of
          3CI's report on Form 8-K filed February 7, 1994).

   2.9.   Stock  Purchase  Agreement  dated  February  4,  1995,  between  Waste
          Systems, Inc. and 3CI Complete Compliance Corporation (incorporated by
          reference to Exhibit 1.3 of 3CI's report on Form 8-K filed February 7,
          1994).

                                       14
<PAGE>   16

   2.10.  Purchase   Agreement  dated  October  10,  1994,  among  3CI  Complete
          Compliance  Corporation,  River  Bay  Corporation  and  Marlan  Baucum
          (incorporated  by reference to Exhibit 1.1 of 3CI's report on Form 8-K
          filed October 27, 1994).

   2.11.  Addendum to Purchase  Agreement  dated  October  12,  1994,  among 3CI
          Complete  Compliance  Corporation,  River Bay  Corporation  and Marlan
          Baucum.  (incorporated  by reference to Exhibit 1.2 of 3CI's report on
          Form 8-K filed October 27, 1994).

   2.12.  Assumption of Liabilities  dated October 10, 1994,  among 3CI Complete
          Compliance Corporation, 3CI Acquisition Corp./A/MED, Marlan Baucum and
          River Bay  Corporation.  (incorporated by reference to Exhibit 1.11 of
          3CI's report on Form 8-k filed October 27, 1994).

   2.13.  Plan of  Reorganization  and  Acquisition  Agreement  dated  August 9,
          1994, among the 3CI, Med-Waste  Disposal Service,  Inc., Jim Shepherd,
          Mike  Shepherd and Richard  McElhannon  (incorporated  by reference to
          Exhibit 2.14 of 3CI's  Annual  Report on Form 10-K for the fiscal year
          ended September 30, 1992).

   4.1.   Copy of  Representative  Warrant  Agreement dated as of April 14, 1992
          (incorporated  by  reference  to  Exhibit  4(b) of 3CI's  registration
          statement on Form S-1 (No. 33-45632) effective April 14, 1992).

   4.2.   Copy of Promissory  Note of the Company dated January 13, 1993, in the
          principal amount of $200,000,  bearing  interest payable  quarterly at
          payee's  prime rate plus 1% payable on or before  January 15, 1995, to
          the order of Midlantic National Bank with payment of principal subject
          to the conditions  specified in Paragraph 14 of said  promissory  note
          (incorporated  by reference to Exhibit 4.2. of 3CI's Annual  Report on
          Form 10-K for the fiscal year ended September 30, 1992).

   4.3.   Copy of Deed of Trust,  Assignment,  Security  Agreement and Financing
          Statement dated January 13, 1993, granted and delivered by the Company
          in favor of Midlantic National Bank to secure the Company's promissory
          note of even  date  referred  to in  Exhibit  4.2.  immediately  above
          (incorporated  by reference to Exhibit 4.3. of 3CI's Annual  Report on
          Form 10-K for the fiscal year ended September 30, 1992).

   4.4.   Copy of Warrant No. 3CI-01  issued to James T. Rash  providing for the
          purchase  on or before  December  31,  1996 of 50,000  warrants of the
          common stock of 3CI at a purchase price of $3.00 per share, subject to
          adjustment as therein  provided  (incorporated by reference to Exhibit
          4.4 of 3CI's  Annual  Report on Form 10-K for the  fiscal  year  ended
          September 30, 1993).

   4.5.   Copy of Warrant No. 3CI-02  issued to Leonard A. Bedell  providing for
          the purchase on or before  December 31, 1996 of 50,000 warrants of the
          common stock of 3CI at a purchase price of $3.00 per share, subject to
          adjustment as therein provided.  (incorporated by reference to Exhibit
          4.5 of 3CI's  Annual  Report on Form 10-K for the  fiscal  year  ended
          September 30, 1993).

   4.6.   Put Option  Agreement  dated  October  10,  1994,  among 3CI  Complete
          Compliance  Corporation,  River  Bay  Corporation  and  Marlan  Baucum
          (incorporated  by reference to Exhibit 1.3 of 3CI's report on Form 8-K
          filed October 27, 1994).

   4.7.   Stock Pledge  Agreement  dated October 10, 1994,  between 3CI Complete
          Compliance  Corporation  and River Bay  Corporation  (incorporated  by
          reference to Exhibit 1.4 of 3CI's report on Form 8-K filed October 27,
          1994).

   4.8.   Stock  Escrow  and  Pledge  Agreement  dated  July  1994,  among  3CI,
          Med-Waste  Disposal  Service,  Inc.,  Jim Shepherd,  Mike Shepherd and
          Richard McElhannon (incorporated by reference to Exhibit 4.11 of 3CI's
          Annual  Report on Form 10-K for the fiscal  year ended  September  30,
          1992).

                                       15
<PAGE>   17

   4.9.   Copy of Revolving Promissory Note dated June 1, 1995, in the principal
          amount of  $6,000,000  between 3CI and WSI, its  majority  stockholder
          (incorporated by reference to Exhibit 4.1 of 3CI's Quarterly Report on
          Form 10-Q for the quarterly period ended June 30, 1995).

   4.10.  Copy of  Revolving  Promissory  Note  dated  September  1, 1995 in the
          principal  amount of  $6,000,000  between  3CI and WSI,  its  majority
          stockholder  (incorporated  by  reference  to  Exhibit  4.2  of  3CI's
          Quarterly  Report on Form 10-Q for the quarterly period ended June 30,
          1995).

   4.11.  Copy of  Revolving  Promissory  Note dated  September  30, 1995 in the
          principal  amount of  $8,000,000  between  3CI and WSI,  its  majority
          stockholder (incorporated by reference to Exhibit 4.11 of 3CI's Annual
          Report on Form 10K for the fiscal year ended September 30, 1995).

   10.1.  Copy of Contract  dated  August 22,  1989  between 3CI and the City of
          Carthage,   Texas,  related  to  the  incineration  of  medical  waste
          (incorporated  by  reference  to  Exhibit  10  of  3CI's  registration
          statement on Form S-1 (No. 33-45632) effective April 14, 1992).

   10.2.  Copy of Addendum dated March 30, 1992 to Contract  between 3CI and the
          City of Carthage,  Texas  (incorporated by reference to Exhibit 10 (p)
          of 3CI's registration  statement on Form S-1 (No. 33-45632)  effective
          April 14, 1992).

   10.3.  Copy of First Amendment  dated July, 1993 to Contract  between 3CI and
          City of Carthage,  Texas (incorporated by reference to Exhibit 10.3 of
          3CI's Annual  Report on Form 10-K for the fiscal year ended  September
          30, 1993).

   10.4.  Copy of  Contract  dated  August,  1989,  between  3CI and the City of
          Center,   Texas,   related  to  the   incineration  of  medical  waste
          (incorporated  by  reference  to Exhibit 10 (b) of 3CI's  registration
          statement on Form S-1 (No. 33-45632) effective April 14, 1992).

   10.5.  Copy  of  form of  Amendment  No.  1  dated  October  12,  1992 to the
          contract  dated  August,  1989,  between  3CI and the City of  Center,
          Texas,  related to the incineration of medical waste  (incorporated by
          reference to Exhibit 10.5. of 3CI's Annual Report on Form 10-K for the
          fiscal year ended September 30, 1993).

   10.6.  Copy  of form of  Amendment  No.  2  dated  December  29,  1992 to the
          contract  dated  August,  1989,  between  3CI and the City of  Center,
          Texas,  related to the incineration of medical waste  (incorporated by
          reference to Exhibit 10.6. of 3CI's Annual Report on Form 10-K for the
          fiscal year ended September 30, 1993).

   10.7.  Copy of form of Amendment No. 3 dated  December,  1993 to the contract
          dated August, 1989, between 3CI and the City of Center, Texas, related
          to the  incineration  of medical waste  (incorporated  by reference to
          Exhibit  10.7. of 3CI's Annual Report on Form 10-K for the fiscal year
          ended September 30, 1993).

   10.8.  Copy of Termination Agreement,  dated as of May 20, 1993, between 3CI,
          Micro-Waste   Corporation   and  the   shareholders   of   Micro-Waste
          Corporation  (incorporated  by  reference to Exhibit  10.17.  of 3CI's
          Annual  Report on Form 10-K for the fiscal  year ended  September  30,
          1993).

   10.9.  Copy of 1992 Stock  Option Plan of 3CI  (incorporated  by reference to
          Exhibit  10(m)  of  3CI's  registration  statement  on Form  S-1  (No.
          33-45632) effective April 14, 1992).

   10.10. Promissory  Note  dated  October  10,  1994,   among  3CI  Complete
          Compliance  Corporation,  3CI  Acquisition  Corp./A/MED  and River Bay
          Corporation  (incorporated by reference to Exhibit 1.5 of 3CI's report
          on Form 8-K filed October 27, 1994).

   10.11. Promissory  Note dated  October  10,  1994,  between  3CI  Complete
          Compliance  Corporation  and River Bay  (incorporated  by reference to
          Exhibit 1.6 of 3CI's report on Form 8-K filed October 27, 1994).

   10.12. Security  Agreement  dated  October  10,  1994,  among 3CI  Complete
          Compliance  Corporation,  3CI  Acquisition  Corp./A/MED  and River Bay
          (incorporated  by reference to Exhibit 1.7 of 3CI's report on Form 8-K
          filed October 27, 1994).

   10.13. Security  Agreement  dated  October 10,  1994,  between 3CI Complete
          Compliance  Corporation  and River Bay  Corporation  (incorporated  by
          reference to Exhibit 1.8 of 3CI's report on Form 8-K filed October 27,
          1994).

                                       16
<PAGE>   18

   10.14. Mortgage,  Security  Agreement,  Assignment  of Leases and Financing
          Statement  dated  October  10,  1994,  among 3CI  Complete  Compliance
          Corporation,  3CI Acquisition Corp., A/A/MED and River Bay Corporation
          (incorporated  by reference to Exhibit 1.9 of 3CI's report on Form 8-K
          filed October 27, 1994).

   10.15. Debt  Subordination  Agreement  dated  October 10,  1994,  among 3CI
          Complete Compliance Corporation,  3CI Acquisition  Corp./A/MED,  River
          Bay Corporation,  Marlan Baucum,  Zeb Baucum,  III, Diedra Baucum, The
          Smith County Bank and the Bank of Raleigh  (incorporated  by reference
          to Exhibit 1.10 of 3CI's report on Form 8-K filed October 27, 1994).

   10.16. Non-Competition  Agreement  dated  October  10,  1994,  between 3CI
          Complete  Compliance  Corporation and Marlan Baucum  (incorporated  by
          reference to Exhibit  1.12 of 3CI's  report on Form 8-K filed  October
          27, 1994).

   10.17. Employment  Agreement  dated October 10, 1994,  between 3CI Complete
          Compliance  Corporation and Zeb Baucum  (incorporated  by reference to
          Exhibit 1.13 of 3CI's report on Form 8-K filed October 27, 1994).

   10.18. Consultant  Agreement  dated October 10, 1994,  between 3CI Complete
          Compliance Corporation and Marlan Baucum (incorporated by reference to
          Exhibit 1.14 of 3CI's report on Form 8-K filed October 27, 1994).

   10.19. Employment  Agreement  dated May 20, 1994,  between 3CI and Patrick
          Grafton  (incorporated  by reference to Exhibit  10.19 of 3CI's Annual
          Report on Form 10-K for the fiscal year ended September 30, 1992).


   10.20. Employment  Agreement  dated May 20, 1994,  between 3CI and Charles
          Crochet  (incorporated  by reference to Exhibit  10.20 of 3CI's Annual
          Report on Form 10-K for the fiscal year ended September 30, 1992).

   10.21  Employment  Agreement  dated August 31, 1995,  between 3CI and Charles
          D. Crochet  incorporated by reference to Exhibit 10.21 of 3CI's Annual
          Report on Form 10-K for the fiscal year ended September 30, 1995).

   10.22. Modification of Purchase  Transaction  dated January 25, 1995, among
          3CI, 3CI  Acquisition  Corp./A/MED,  River Bay  Corporation and Marlan
          Baucum  (incorporated  by reference  to Exhibit  10.22 of 3CI's Annual
          Report on Form 10-K for the fiscal year ended September 30, 1995).

   10.23  Settlement  Agreement  dated  January  1996 among  James H.  Shepherd,
          James Michael Shepherd and Richard T. McElhannon,  as Releassors,  and
          the Company,  Georg  Rethmann,  Dr. Herrmann  Niehues,  Jurgen Thomas,
          Charles Crochet and Waste Systems, Inc., as Releasees (incorporated by
          reference to Exhibit 10.23 of 3CI's Annual Report on Form 10-K for the
          fiscal year ended September 30, 1995).

   16.1   Letter Re: Change in Certifying Accountant  (incorporated by reference
          to Exhibit  16.2 of 3CI's  report on Form  8-K/A  filed  December  28,
          1994).


(b)      Reports on Form 8-K - None

                                       17
<PAGE>   19

                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.






                       3CI COMPLETE COMPLIANCE CORPORATION
                                    (Company)




May 15, 1997                          /s/ Charles D. Crochet
                                      -----------------------
                                      Charles D. Crochet
                                      President (Principal Executive Officer)





May 15, 1997                          /s/ Curtis W. Crane
                                      ------------------------
                                      Curtis W. Crane
                                      Chief Financial Officer, Secretary
                                       and Treasurer
                                      (Principal Financial Officer
                                      and Principal Accounting Officer)


                                       18
<PAGE>   20

                       INDEX TO EXHIBITS FILED HEREWITH



                       27  --  Financial Data Schedule