UNITED STATES
                       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       0-27508         


                             SUPERIOR SERVICES, INC.
             (exact name of Registrant as specified in its charter)

           Wisconsin                                 39-1733405
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                    Identification No.)


    10150 West National Avenue, Suite 350, West Allis, Wisconsin  53227
      (Address of principal executive offices)                (zip code)

      Registrant's telephone number, including area code  (414) 328-2800  

        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 and
   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      

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

        Indicate by check mark whether the registrant has filed all documents
   and reports required to be filed by Sections 12, 13, or 15(d) of the
   Securities Exchange Act of 1934 subsequent to the distribution of
   securities under a plan confirmed by a court.
        Yes_____  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 practicable date.

        The number of shares of Common Stock of the registrant, par value
   $.01 per share, outstanding on May 7, 1997 was 17,488,084.

   <PAGE>
                             SUPERIOR SERVICES, INC.
                                 FORM 10-Q INDEX
                      For the Quarter Ended March 31, 1997

                                                             Page Number
   PART I.   FINANCIAL INFORMATION

     Item 1  Financial Statements

             Condensed Consolidated Balance Sheets . . . . . .     3

             Condensed Consolidated Statements
             of Operations . . . . . . . . . . . . . . . . . .     4

             Condensed Consolidated Statements of 
             Shareholders' Investment  . . . . . . . . . . . .     5

             Condensed Consolidated Statements of 
             Cash Flows  . . . . . . . . . . . . . . . . . . .     6

             Notes to Condensed Consolidated Financial 
             Statements. . . . . . . . . . . . . . . . . . . .   7-9

     Item 2  Management's Discussion and Analysis 
             of Financial Condition and Results 
             of Operations . . . . . . . . . . . . . . . . . .  9-14

   PART II.  OTHER INFORMATION

     Item 1  Legal Proceedings . . . . . . . . . . . . . . . .    15

     Item 6  Exhibits and Reports on Form 8-K  . . . . . . . .    15

   SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . .    16

   <PAGE>
                             Superior Services, Inc.
                      Condensed Consolidated Balance Sheets
                                 (In Thousands)

                                                   December 31,  March 31,
                                                        1996       1997   
                                                               (Unaudited)
   ASSETS
     Current assets:
       Cash and cash equivalents                       $16,389    $19,804
       Trade accounts receivable                        18,339     16,040
       Prepaid expenses and other current assets         2,750      3,222
                                                      --------   --------   
     Total current assets                               37,478     39,066

     Property and equipment, net                       106,960    107,116
     Restricted funds held in trust                      8,035      8,094
     Other assets                                        3,994      4,397
     Intangible assets, net                             19,339     20,139
                                                      --------   --------   
     Total assets                                     $175,806   $178,812
                                                      ========   ========
   LIABILITIES AND SHAREHOLDERS' INVESTMENT
     Current liabilities:
       Current maturities of long-term debt             $1,253     $1,219
       Trade accounts payable                            6,305      4,757
       Accrued payroll and related expenses              3,127      2,231
       Other accrued expenses                            9,537      6,072
       Accrued income taxes                                230          -
                                                      --------   --------   
     Total current liabilities                          20,452     14,279

     Long-term debt, net of current maturities           1,388      1,100
     Disposal site closure and long-term 
      care obligations                                  28,054     28,788
     Deferred income taxes                              11,215     10,935
     Other liabilities                                  10,829     11,349

     Commitments and Contingencies

     Shareholders' investment:
       Common stock                                        170        175
       Additional paid-in capital                       80,015     86,242
       Retained earnings                                23,683     25,944
                                                      --------   --------   
     Total shareholders' investment                    103,868    112,361
                                                      --------   --------   
     Total liabilities and shareholders' investment   $175,806   $178,812
                                                      ========   ========

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

   <PAGE>
                             Superior Services, Inc.
                 Condensed Consolidated Statements of Operations
               (In Thousands, Except Share and Per Share amounts)
                                   (Unaudited)

                                       For the three months ended March 31,
                                                         1996       1997

   Revenues                                            $22,315    $27,721

   Expenses:
     Cost of operations                                 12,378     15,070
     Selling, general and administrative expenses        4,060      4,963
     Depreciation and amortization                       3,432      4,066
                                                       -------    -------   
                                                        19,870     24,099
                                                       -------    -------   
   Operating income                                      2,445      3,622

   Other income:
     Interest expense                                     (390)       (95)
     Other income                                          268        321
                                                       -------    -------   
   Income before income taxes                            2,323      3,848
   Provision for income taxes                              958      1,587
                                                       -------    -------   
   Net income                                          $ 1,365     $2,261
                                                       =======     ======

   Earnings per share:                                   $0.10      $0.13
                                                         =====      =====
   Weighted average number of common and common 
     equivalent shares outstanding                  14,082,519 17,626,292
                                                    ========== ==========

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

   <PAGE>
                             Superior Services, Inc.
          Condensed Consolidated Statements of Shareholders' Investment
                      (In Thousands, Except Share Amounts)
                                   (Unaudited)

                                                Additional
                                   Common Stock   Paid-In  Retained
                                Shares    Amount  Capital  Earnings   Total 

   Balance at 
    December 31, 1996        17,021,449    $170   $80,015  $23,683  $103,868
     Net Income                       -       -         -    2,261     2,261
     Issuance of common stock:
       Stock options            387,077       4     4,985        -     4,989
       Acquisitions              77,024       1     1,242        -     1,243
                             ----------    ----   -------  -------  --------
   Balance at 
    March 31, 1997           17,485,550    $175   $86,242  $25,944  $112,361
                             ==========    ====   =======  =======  ========

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

   <PAGE>
                             Superior Services, Inc.
                 Condensed Consolidated Statements of Cash Flows
                             (Dollars in Thousands)
                                   (Unaudited)

                                        For the three months ended March 31,
                                                             1996     1997
   OPERATING ACTIVITIES
   Net income                                               $1,365    $2,261 
   Adjustments to reconcile net income to net cash 
     provided by operating activities:
       Depreciation and amortization                         3,432     4,066 
       Deferred income taxes                                  (284)     (280)
       (Gain) loss on sale of assets                          (128)        3 
       Changes in operating assets and liabilities, net 
          of effects of acquired businesses:
            Accounts receivable                                577     2,302 
            Prepaid expenses and other current assets          304      (431)
            Accounts payable and accrued expenses           (2,260)   (5,022)
            Disposal site closure and long-term 
             care obligation                                   601       734 
            Other                                              (14)      (20)
                                                           -------   -------
   Net cash provided by operating activities                 3,593     3,613 

   INVESTING ACTIVITIES
   Acquisition of businesses, net of cash acquired            (600)   (1,271)
   Purchases of property and equipment                      (2,847)   (3,940)
   Proceeds from sale of property and equipment                188       420 
   Increase in restricted funds held in trust                 (604)      (59)
                                                           -------   -------
   Net cash used in investing activities                    (3,863)   (4,850)

   FINANCING ACTIVITIES
   Net decrease in short-term borrowings                    (1,203)      (34)
   Payments of long-term debt                              (18,255)     (303)
   Issuance of common stock                                 37,230     4,989 

   Net cash provided by financing activities                17,772     4,652 
                                                           -------   -------
   Net increase in cash and cash equivalents                17,502     3,415 
   Cash and cash equivalents at beginning of period          1,373    16,389 
                                                           -------   -------
   Cash and cash equivalents at end of period              $18,875   $19,804 
                                                           =======   =======

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

   <PAGE>
                             Superior Services, Inc.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

   1.   Organization and Basis of Presentation

        Superior Services, Inc. ("Superior" or the "Company") is an
   integrated waste management services company providing a range of
   collection, transfer, transportation, disposal and recycling services to
   generators of solid waste and special waste,  primarily in Wisconsin,
   Minnesota, Illinois, Iowa, Missouri, Michigan and, as of April 21, 1997,
   Ohio and Pennsylvania.  The condensed consolidated financial statements
   included herein have been prepared by the Company without audit, pursuant
   to the rules and regulations of the Securities and Exchange Commission
   (the "SEC").  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 presentations
   and disclosures in the financial statements included herein are adequate
   to make the information not misleading.  The financial statements reflect
   all elimination entries and normal adjustments which are necessary for a
   fair statement of the results for the interim periods presented. 
   Operating results for interim periods are not necessarily indicative of
   the results for full years or other interim periods.  It is suggested that
   the condensed consolidated financial statements included herein be read in
   conjunction with the consolidated financial statements of Superior for the
   year ended December 31, 1996 and the related notes thereto (the "Financial
   Statements") included in the Company's Form 10-K.

        The accompanying condensed consolidated financial statements include
   the accounts of Superior and its subsidiaries.  All significant
   intercompany transactions and balances have been eliminated.  Certain
   reclassifications have been made to the 1996 financial statements to
   conform to the 1997 presentation.

   2.   Significant Accounting Policies

        There have been no significant additions to or changes in accounting
   policies of the Company since December 31, 1996.  For a description of
   these policies, see Note 2 of Notes to Consolidated Financial Statements
   in the Company's Form 10-K.

        In February 1997, the Financial Accounting Standards Board issued
   Statement No. 128, Earnings Per Share, which is required to be adopted on
   December 31, 1997.  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, basic earnings per share will
   exclude the dilutive effect of stock options. Basic earnings per share for
   the first quarter ended March 31, 1997 and March 31, 1996 would have been
   the same as previously reported primary earnings per share.  The impact of
   Statement 128 on the calculation of fully diluted earnings per share for
   these quarters is not expected to be material.

   3.   Acquisitions

        In the first quarter of 1997, the Company acquired four solid waste
   businesses which were accounted for as purchases.  Aggregate consideration
   for these acquisitions was approximately $1.1 in cash.  These acquisitions
   have been accounted for as purchases and, accordingly, the results of
   their operations have been included in the Company's financial statements
   from their respective dates of acquisition.  Pro forma results of
   operations are not presented as the amounts do not differ significantly
   from historical Company results.

        During the first quarter of 1997, 77,024 shares of Common Stock were
   issued under the Company's Form S-4 Registration Statement and $165,000 of
   cash was paid in settlement of final valuation computations on certain
   acquisitions which occurred in 1996.

        On April 21, 1997, the Company completed the purchase of one
   landfill, five collection operations, two recycling facilities, a transfer
   station and a green field landfill development  project from Browning-
   Ferris Industries, Inc. ("BFI").  Aggregate consideration paid for these
   acquisitions was approximately $58.7 million subject to future adjustments
   and prorations.

   4.   Shareholders' Investment

        On February 11, 1997,  the Company granted employee incentive stock
   options exercisable for 302,814 shares of Common Stock at an $21.50 per
   share exercise price (100% of fair market value on grant date).  These
   options become exercisable 25% after one year and an additional 6.25% for
   each quarter thereafter. 

   5.   Commitments and Contingencies

        In connection with an acquisition in March 1993, the Company was
   required to accept the transfer of an adjacent closed landfill that is
   listed on the National Priorities List ("NPL"). A remedial investigation
   performed by the PRPs (including the Company) has determined the scope and
   nature of the contamination at the site and the PRPs have submitted a
   feasibility study to the EPA and WDNR which describes the alternatives for
   remediating the associated groundwater contamination. The WDNR has
   formally approved the remedial alternative recommended by the PRPs which
   calls for the installation of two to four additional gas extraction wells
   (which would be connected to the existing gas extraction system at the
   site) and continued groundwater monitoring. As of March 31, 1997, the
   estimated one-time capital cost for the additional extraction wells was
   $107,000, together with estimated annual operating, maintenance and
   monitoring costs for the new extraction wells, the landfill cap, the
   existing gas extraction system and groundwater monitoring system of
   $90,000. The operating duration of the proposed remediation is uncertain,
   but could be 30 years or longer. As the duration is uncertain, the accrual
   was not measured on a discounted basis. In December 1995, the Company
   entered into a settlement agreement with certain of the PRPs which
   allocates the costs of the remediation. Under the settlement agreement,
   two generator PRPs agreed to contribute a total of 38% of future costs for
   remedial action and the annual operating, maintenance, and monitoring
   costs related to the site. Additional generator PRPs may join in the
   settlement agreement, which would further reduce the share of costs
   allocated to the Company and the former owners of the closed landfill. The
   seller has agreed to indemnify the Company up to $2.8 million for any site
   liabilities, including the annual costs of operating, maintaining and
   monitoring the closed landfill and any costs the Company may incur as a
   PRP. The seller's potential indemnification obligation is collateralized
   currently by 247,480 shares of the Company's stock held in escrow. The
   escrow expired on March 31, 1997.  Prior to the expiration of the escrow,
   Superior made a demand for the remaining balance to cover future site
   liabilities.  The seller has objected to Superior's demand and the dispute
   will be submitted to a third party for resolution in accordance with the
   provision of the acquisition documents.  The $2.8 million recoverable from
   the seller is included in other assets. The Company has established
   reserves which it believes are adequate to cover the estimate of
   identified potential remediation costs.

        In connection with the formation of the Company in 1993 through the
   consolidation of three groups of independent waste services companies, 
   certain potential environmental liabilities associated with the 
   previously filled portion of the Superior Valley Meadows landfill were
   identified.  At the time of the consolidation of these companies into
   the Company, a contingent liability escrow was established to cover the
   then estimated costs of remediation and monitoring with respect to these
   contingent liabilities.  To indemnify the Company against up to 
   $1,308,000 of these contingent liabilities, 130,800 shares of the
   Company's Common Stock otherwise issuable as part of the consolidation
   to the individual who was the principal shareholder of the prior owner of
   the site and who is now a director, executive officer and significant
   shareholder of the Company, were withheld from issuance.  In order to 
   preserve the Company's rights under this indemnification arrangement 
   prior to the February 24, 1997 expiration date for advancing such types
   of indemnification claims, the Company formally notified the individual
   of the Company's claim against the withheld shares for the entire amount
   of the originally established liability escrow.  The Company believes 
   that the entire amount of such environmental liabilities will either be
   covered by the foregoing indemnification arrangement or otherwise is not
   expected to have a material adverse effect on the Company's results of
   operation or financial condition.

        The Missouri Department of Natural Resources ("MDNR") has alleged
   that the prior owner of the Company's Oak Ridge Landfill in Ballwin,
   Missouri exceeded the permitted vertical elevation of the landfill by
   allowing disposal of solid waste outside the permitted contours of the
   landfill.  The MDNR has also alleged that the landfill has not complied
   with the terms of a settlement agreement with the MDNR addressing these
   allegations.  A Company subsidiary purchased the landfill in September
   1996.  The Company is unable to assess the extent of this alleged
   violation, or the extent of any fine which may be imposed by MDNR.  The
   Company believes that any such fine imposed would be covered by the
   indemnification obligations of the landfill's prior owner.

        The Company carries a range of insurance, including a commercial
   general liability policy and a property damage policy. The Company
   maintains a limited environmental impairment liability policy on its
   landfills and transfer stations that provides coverage, on a "claims made"
   basis, against certain third party off-site environmental damage. There
   can be no assurance that the limited environmental impairment policy will
   remain in place or provide sufficient coverage for existing, but not yet
   known, third party, off-site environmental liabilities. The Company is
   also a party to various legal proceedings arising in the normal course of
   business. The Company believes that the ultimate resolution of these other
   matters will not have a material adverse effect on the Company's financial
   condition or results of operations.

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

   Special Note Regarding Forward-Looking Statements

        Certain matters discussed in this Management's Discussion and
   Analysis are "forward-looking statements" intended to qualify for the safe
   harbors from liability established by the Private Securities Litigation
   Reform Act of 1995.  These forward-looking statements can generally be
   identified as such because the context of the statement will include words
   such as the Company "believes," "anticipates," "expects" or words of
   similar import.  Similarly, statements that describe the Company's future
   plans, objectives or goals are also forward-looking statements.  Such
   forward-looking statements are subject to certain risks and uncertainties
   which are described in close proximity to such statements and which could
   cause actual results to differ materially from those currently
   anticipated.  Shareholders, potential investors and other readers are
   urged to consider these factors carefully in evaluating the forward-
   looking statements and are cautioned not to place undue reliance on such
   forward-looking statements.  The forward-looking statements made herein
   are only made as of the date of this report and the Company undertakes no
   obligation to publicly update such forward-looking statements to reflect
   subsequent events or circumstances.

   General

        As of March 31, 1997, the Company provided solid waste collection,
   transfer, recycling, and disposal services to customers primarily in
   Wisconsin and also in parts of Minnesota, Illinois, Iowa, Michigan and
   Missouri. The Company also provides other integrated waste services, most
   of which are project-based and many provide additional waste volumes to
   the Company's landfills and recycling facilities.  As of March 31, 1997,
   solid waste operations consisted of seven Company-owned solid waste
   landfills, three managed third party landfills, 23 solid waste collection
   operations, eleven recycling facilities, and seven solid waste transfer
   stations.

        On April 21, 1997, the Company completed the purchase of one
   landfill, five collection operations, two recycling facilities, a transfer
   station and a green field landfill development  project from Browning-
   Ferris Industries, Inc.("BFI") for approximately $58.7 million in cash.
   These operations are located in Wisconsin, Ohio, and Pennsylvania.  The
   Company expects these acquired operations to generate estimated annualized
   revenue of $33 million.

        As described more fully below, revenues for the periods presented
   were comprised of fees received for the following services:

                                             Three Months Ended
                                                   March 31      
                                                1996      1997
             Collection                          50%       51%
             Disposal                            17%       21%
             Recycling                           13%       14%
             Other integrated waste services     20%       14%
                                                ----      ----
                                                100%      100%
                                                ====      ====

        The Company believes that the businesses acquired from BFI will
   continue the trend in its revenue mix away from recycling and other
   integrated waste services and more towards solid waste collection and
   disposal.

   Results of Operations

   Overview

        Revenues in the 1997 first quarter of $27.7 million increased 24.2%
   over the comparable period in the prior year due, virtually all due to
   businesses acquired and successfully integrated into the Company during
   the latter half of 1996. Net income  increased 65.6% to $2.3 million in
   the 1997 first quarter while earnings per share increased to $0.13 in the
   first quarter of 1997 compared to $0.10 reported for the same period last
   year. The weighted average number of common and common equivalent shares
   outstanding were 17.6 million for the three months ended March 31, 1997
   and 14.1 million for the three months ended March 31, 1996.  The increase
   was primarily the result of the initial public offering completed on 
   March 8, 1996 which increased outstanding shares by 3.5 million.  The full
   impact of these additional shares was not reflected in the calculation of
   weighted average shares outstanding during the first quarter of 1996 since
   the shares were issued relatively late in the quarter. 

        The following table sets forth for the periods indicated the
   percentage of revenues represented by the individual line items reflected
   in the Company's condensed consolidated statements of operations:

                                             Three months ended March 31,
                                                   1996      1997
   Revenues                                       100.0%    100.0%
   Cost of operations                              55.4      54.3
   Selling, general and administrative expenses    18.2      17.9
   Depreciation and amortization                   15.4      14.7
                                                   ----      ----
   Operating income                                11.0      13.1
   Interest expense                                (1.8)     (0.3)
   Other income                                     1.2       1.1
                                                   ----      ----
   Income before income taxes                      10.4      13.9
   Income taxes                                     4.3       5.7
                                                   ----      ----
   Net Income                                       6.1%      8.2%
                                                   =====     =====
   Revenues

        Revenues for the 1997 first quarter compared to the 1996 first
   quarter increased approximately $5.4 million largely reflecting the impact
   of businesses acquired during the late third quarter and early fourth
   quarter of 1996.  Daily disposal volume at the Company's landfills rose to
   an average of more than 6,600 tons per day in the 1997 first quarter
   compared to an average of 4,100 tons per day in the corresponding period
   last year.  The higher landfill volume was the result of increased volumes
   of special waste streams from the Company's project-driven other
   integrated waste services and waste received at two disposal sites
   acquired late in 1996.  As anticipated, the volumes of waste received  in
   the 1997 first quarter were lower than the volume received in the fourth
   quarter of 1996 reflecting typical adverse winter conditions in the Upper
   Midwest. 

        Revenue from other integrated waste services as a percentage of total
   revenue decreased from 20% in the first quarter of 1996 to 14% in the
   first quarter of 1997. While growth in volumes of special waste generated
   by the Company's Special Services increased on a comparable basis between
   quarters, project-based revenues declined approximately $1 million
   primarily due to the impact of a large project performed in the first
   quarter of 1996.  

        The resale prices of, and demand for, recyclable waste products,
   particularly wastepaper, can be volatile and subject to changing market
   conditions.  The impact of prices for recyclable waste paper had
   essentially no effect on revenues in the 1997 first quarter compared to
   the 1996 first quarter.  The Company expects this trend to continue for
   the remainder of 1997 assuming average resale prices are similar to 1996
   levels.  The Company's recycling operations continued to be  profitable in
   the 1997 first quarter due to the Company's floor-pricing arrangement with
   a national paper company coupled with the cost effectiveness of the
   Company's processing facilities and fees received for providing recyclable
   waste collection services to its customers.

   Cost of Operations

        Cost of operations for the three months ended March 31, 1997
   increased $2.7 million, or 21.7%, to $15.1 million from $12.4 million for
   the three months ended March 31, 1996.  As a percentage of revenues, cost
   of operations decreased from 55.4% to 54.3% primarily due to the higher
   relative percentage of business from disposal operations which have lower
   costs of operations than collection operations and other integrated waste
   services. Changes in this trend are dependent on the timing and mix of
   potential future business acquisitions, as well as the seasonality of the
   Company's operations.  See "Seasonality." The increase in the dollar
   amount of cost of operations was primarily attributable to the costs of
   collecting and disposing of the increased volumes of wastes received from
   services provided to new customers, including the operation of the new
   businesses acquired after March 31, 1996.

   Selling, General and Administrative Expense ("SG&A")

        SG&A increased $903,000, or 22.2%, to $5.0 million for the
   three-month period ended March 31, 1997 from $4.1 million for the
   three-month period ended March 31, 1996.  As a percentage of revenues,
   SG&A decreased from 18.2% to 17.9% in the 1997 first quarter due primarily
   to the higher relative percentage of business from disposal operations
   which have lower SG&A costs than collection operations and other
   integrated waste services. This trend is expected to continue in the near
   term due to the impact of leveraging corporate SG&A costs over a larger
   revenue base as the Company integrates its recent acquisitions from BFI
   and continues to pursue its acquisition growth strategy. While SG&A
   decreased as a percentage of revenues, the actual dollars increased
   primarily due to increased costs for personnel necessary to support the
   Company's acquisition program and to service new customers, including
   those associated with the businesses acquired after March 31, 1996.

   Depreciation and Amortization

        Depreciation and amortization increased $634,000, or 18.5%, to $4.1
   million for the three-month period ended March 31, 1997 from $3.4 million
   in the three-month period ended March 31, 1996, primarily as a result of
   increased landfill depletion costs and increased depreciation costs of the
   additional assets and businesses acquired after March 31, 1996. As a
   percentage of revenues, depreciation and amortization decreased to 14.7%
   from 15.4% due to lower depletion rates  at several landfills.  These
   lower depletion rates reflect an increase in special waste volumes which
   typically utilizes fewer cubic yards of air space due to the density of
   this waste.

   Interest Expense

        Interest expense decreased $295,000, or 75.6%, to $95,000 from
   $390,000 in the three-month period ended March 31, 1997 compared to the
   three-month period ended March 31, 1996.  The reduction in interest
   expense was due primarily to the reduction in debt between the first
   quarter of 1996 and the first quarter of 1997 resulting primarily from the
   application of $18 million of the net proceeds from its March 1996 initial
   public offering to reduce the Company's debt levels.

   Liquidity and Capital Resources

         The Company's balance sheet at March 31, 1997 reflected 
   approximately $19.8 million in cash and cash equivalents.  Pending
   specific application, the Company has invested its excess cash in
   short-term interest bearing securities.

        At March 31, 1997, the Company had approximately $2.3 million of
   long-term and short-term borrowings outstanding and approximately $2.3
   million in letters of credit.  At March 31, 1997, the ratio of the
   Company's long-term debt to total capitalization ratio was 1.0% compared
   to 1.3% at December 31, 1996.  This reduction was attributable to net cash
   flow from operations applied to reduce outstanding indebtedness.  The
   Company believes this ratio will increase to approximately 30% during the
   second quarter of 1997 as a result of the BFI acquisitions.

        The Company's principal strategy for future growth is through the
   acquisition of additional solid waste disposal and collection operations. 
   The current backlog of potential acquisitions under signed, non-binding
   letters of intent is more than $25 million in estimated annualized
   revenues in both new and existing service areas. Although there can be no
   assurance that the Company will be able to complete successfully any such
   acquisitions, the Company intends to fund any such future acquisitions in
   1997 through the use of one or more of the following: cash, issuance of
   capital stock, assumption of indebtedness, future royalties, and/or
   contingent payments.  The cash required to fund any future acquisitions in
   1997 will likely be provided from one or more of the following sources: 
   existing cash balances, cash flow from operations and/or borrowings under
   the Company's $110 million revolving credit facility.  In April 1997, the
   Company purchased solid waste businesses from BFI in Wisconsin, Ohio, and
   Pennsylvania.  The cash purchase price for these businesses was
   approximately $58.7 million, which was financed using available net
   working capital and approximately $40 million in borrowings under the
   Company's revolving credit facility.

        Capital expenditures for the three months ended March 31, 1997 were
   $3.9 million compared to $2.8 million for the three months ended March 31,
   1996 primarily due to increased spending for landfill expansions.  Capital
   expenditures for 1997 are currently expected to be approximately $21
   million compared to $16.5 million in 1996.  The Company intends to fund
   future capital expenditures principally through internally generated funds
   and equipment lease financing.  In addition, the Company also anticipates
   that it may require substantial additional capital expenditures to
   facilitate its growth strategy of acquiring additional solid waste
   collection and disposal businesses.  If the Company is successful in
   acquiring additional landfill disposal facilities, the Company may also be
   required to make significant expenditures to bring any such newly acquired
   disposal facilities into compliance with applicable regulatory
   requirements, obtain permits for any such newly acquired disposal
   facilities or expand the available disposal capacity at any such newly
   acquired disposal facilities.  The amount of these expenditures cannot be
   currently determined, since they will depend on the nature and extent of
   any acquired landfill disposal facilities, the condition of any facilities
   acquired and the permitting status of any acquired sites.  In the past,
   the Company has been able to obtain other types of financing arrangements,
   such as equipment lease financing, to fund its various capital
   requirements.  The Company believes it can readily access such additional
   sources of financing as necessary to facilitate the Company's growth.

        Net cash provided by operations remained stable at $3.6 million for
   the three months ended March 31, 1996 and 1997. During the first quarter
   of 1997 compared to the first quarter of 1996, the decrease in accounts
   receivable provided $1.7 million additional cash as did the increase in
   net income of $896,000.  These increased cash amounts were offset by the
   additional decrease  in accounts payable and accrued expenses between the
   first quarters of 1996 and 1997 of $2.8 million.

        Net cash used in investing activities for the three months ended
   March 31, 1997 increased to $4.8 million from $3.9 million in the three
   months ended March 31, 1996.  The increase was primarily due to $1.3
   million of cash payments for businesses acquired and the $1.1 million 
   increase in purchases of property and equipment primarily due to  landfill
   expansions  in the three months ended March 31, 1997 compared to the three
   months ended March 31, 1996.

        Net cash provided by financing activities in the three months ended
   March 31, 1997 totaled $4.7 million, compared to $17.8 million in the
   three months ended March 31, 1996, reflecting the receipt of $37.2 million
   in net proceeds from the initial public offering of the Company's stock in
   March 1996 and the subsequent reduction of the Company's outstanding debt. 
   The cash provided by financing activities in 1997 reflects proceeds from
   the exercise of employee stock options. 

   Seasonality

        The Company's results of operations tend to vary seasonally, with the
   first quarter of the year typically generating the least amount of
   revenues, and with revenues higher in the second and third quarters,
   followed by a decline in the fourth quarter.  This seasonality reflects
   the lower volume of waste, as well as decreased revenues from
   project-based and other integrated waste services during the fall and
   winter months, as well as the operating difficulties experienced during
   the protracted periods of cold and inclement weather typically experienced
   during the winter in the Upper Midwest.  Also, certain operating and other
   fixed costs remain relatively constant throughout the calendar year,
   resulting in a similar seasonality of operating income.

                                     PART II

   Item 1.   Legal Proceedings

             See Note 5 of Notes to Condensed Consolidated Financial
             Statements included in this Form 10-Q for information
             regarding certain legal proceedings. 

   Item 6.   Exhibits and Reports on Form 8-K 

             (a)  Exhibits:

                  Exhibits filed with this Form 10-Q report are incorporated
                  herein by reference to the Exhibit Index accompanying this
                  report.

             (b)  The following reports on Form 8-K were filed during the
                  quarter ended March 31,  1997:

                  1.   Form 8-K, dated February 28, 1997, reporting the
                       Company's adoption of a Rights Agreement under 
                       Item 5 of such Form 8-K.

   <PAGE>
                                    SIGNATURE

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

                                 Superior Services, Inc.
                                 ------------------------------------
                                 (Registrant)

   Date    May 14, 1997          /s/ George K. Farr
                                 George K. Farr
                                 Chief Financial Officer

   <PAGE>
                             SUPERIOR SERVICES, INC.
                                  EXHIBIT INDEX

   Exhibit Number      Exhibit Description

        4.5            Amended and Restated Revolving Credit Agreement dated
                       as of March 26, 1997

        27             Financial Data Schedule