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 September 30, 1997

                                       OR

   [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from __________ to __________

        Commission File Number            0-27508         


                             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 November 5, 1997 was 23,809,421.

   <PAGE>
                             SUPERIOR SERVICES, INC.
                                 FORM 10-Q INDEX
                    For the Quarter Ended September 30, 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  . . . 7-11

     Item 2  Management's Discussion and Analysis of Financial 
             Condition and Results of Operations . . . . . . . . . . . .11-17

   PART II.  OTHER INFORMATION

     Item 1  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . .  18

     Item 6  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .  18

   SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

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

                                                  December 31, September 30,
                                                         1996        1997
                                                    (Restated)
   ASSETS
       Current assets:
           Cash and cash equivalents                    $16,579     $55,124
           Trade accounts receivable                     19,226      35,247
           Prepaid expenses and other current assets      2,817       4,166
                                                       --------    --------
       Total current assets                              38,622      94,537

       Property and equipment, net                      115,691     172,575
       Restricted funds held in trust                     8,035       7,007
       Other assets                                       4,044       3,780
       Intangible assets, net                            23,634      57,999
                                                       --------    --------
       Total assets                                    $190,026    $335,898
                                                       ========    ========
   LIABILITIES AND SHAREHOLDERS' INVESTMENT
       Current liabilities:
           Current maturities of long-term debt          $2,529      $1,913
           Trade accounts payable                         6,966       9,415
           Accrued payroll and related expenses           3,178       4,240
           Other accrued expenses                         9,825      14,107
           Accrued income taxes                             299       2,823
                                                       --------    --------
       Total current liabilities                         22,797      32,498

       Long-term debt, net of current maturities          4,907       3,853
       Disposal site closure and long-term 
        care obligations                                 30,470      39,151
       Deferred income taxes                             13,679      13,399
       Other liabilities                                 11,128      14,111

       Commitments and contingencies

       Shareholders' investment:
           Common stock                                     187         233
           Additional paid-in capital                    81,754     195,743
           Retained earnings                             25,104      36,910
                                                       --------    --------
       Total shareholders' investment                   107,045     232,886
                                                       --------    --------
       Total liabilities and shareholders' investment  $190,026    $335,898
                                                       ========    ========

   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)

                                   Three months              Nine months
                                   ended Sept. 30,          ended Sept. 30,
                                     1996        1997       1996        1997 
                                (Restated)             (Restated)

   Revenues                       $31,478     $51,578    $83,563    $127,552 

   Expenses:

       Cost of operations          15,617      28,761     42,963      69,991 

       Selling, general and 
        administrative costs        4,608       6,260     13,110      18,090 

       Merger costs                     -           -          -       1,035 

       Depreciation and 
        amortization expenses       4,135       6,935     12,030      17,236 
                                  -------     -------    -------     -------
                                   24,360      41,956     68,103     106,352 
                                  -------     -------    -------     -------
   Operating income                 7,118       9,622     15,460      21,200 

   Other income (expense):

       Interest expense               (99)       (471)      (643)     (1,030)

       Other income (expense)        (187)        163         300        165 
                                  -------     -------    -------     -------

   Income before income taxes       6,832       9,314     15,117      20,335 

   Provision for income taxes       2,818       3,842      6,236       8,529 
                                  -------     -------    -------     -------

   Net income                      $4,014      $5,472     $8,881     $11,806 
                                   ======      ======     ======     =======
   Earnings per share               $0.21       $0.27      $0.50       $0.60 
                                   ======      ======     ======     =======
   Weighted average number 
    of common and common 
    equivalent shares
    outstanding                18,791,386  20,470,838 17,815,431  19,755,520 
                               ==========  ========== ==========  ==========

   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, 
    as previously reported  17,021,449     $170   $80,015   $23,683  $103,868
   Shares issued for 
   pooling of interests      1,705,000       17     1,739     1,421     3,177
                            ----------     ----   -------   -------  --------
   Balance at 
   December 31, 1996, 
    as restated             18,726,449      187    81,754    25,104   107,045
   Net income                        -        -         -    11,806    11,806
   Issuance of 
   common stock:
    Shares sold to public, 
    net of costs             4,000,000       40   106,010         -   106,050
    Stock options              409,579        4     5,192         -     5,196
    Acquisitions               136,138        2     2,787         -     2,789
                            ----------     ----   -------   -------  --------
   Balance at 
   September 30, 1997       23,272,166     $233  $195,743   $36,910  $232,886
                            ==========     ====  ========   =======  ========


   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 nine months ended September 30,
                                                       1996         1997
                                                    (Restated)
   OPERATING ACTIVITIES
   Net income                                         $8,881       $11,806
   Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                   12,030        17,236
      Deferred income taxes                             (454)         (280)
      Gain on sale of assets                             (57)           (4)
      Changes in operating assets and liabilities, 
      net of effects of acquired businesses:
         Accounts receivable                          (2,640)      (12,229)
         Prepaid expenses and other current assets       142        (1,063)
         Accounts payable and accrued expenses         5,089         3,926
         Disposal site closure and long-term care 
          obligation                                   1,859         1,298
         Other                                           914         2,583
                                                     -------       -------
   Net cash provided by operating activities          25,764        23,273

   INVESTING ACTIVITIES
   Acquisition of businesses, net of cash acquired   (14,629)      (77,819)
   Capital expenditures                              (12,884)      (19,983)
   Proceeds from sale of discontinued operations         562             -
   Proceeds from sale of property and equipment          425           753
   Increase (decrease) in restricted funds
     held in trust                                      (846)        1,557
                                                     -------       -------
   Net cash used in investing activities             (27,372)      (95,492)

   FINANCING ACTIVITIES
   Net decrease in short-term borrowings              (1,697)         (616)
   Proceeds from long-term debt                            -         4,364
   Payments of long-term debt                        (19,329)       (4,230)
   Issuance of common stock                           37,282       111,246
                                                     -------       -------
   Net cash provided by financing activities          16,256       110,764
                                                     -------       -------
   Net increase in cash and cash equivalents          14,648        38,545
   Cash and cash equivalents at beginning of period    3,101        16,579
                                                     -------       -------
   Cash and cash equivalents at end of period        $17,749       $55,124
                                                     =======       =======

   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 solid waste services company providing solid waste collection,
   transfer, transportation, disposal and recycling services to generators of
   solid waste and special waste in nine states.  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 rules and
   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.  The Company has also restated the
   previously issued financial statements for the three and nine months ended
   September 30, 1996 and the consolidated balance sheet presented as of
   December 31, 1996 to reflect the acquisition of Resource Recovery Transfer
   & Transportation, Inc. ("R2T2") consummated on June 27, 1997 and accounted
   for using the pooling of interests method.  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 and the related notes
   thereto (the "Financial Statements") included in the Company's Form 10-K
   for the year ended December 31, 1996.

        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 and Use of Estimates

        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 for the year ended December 31, 1996.

        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 nine months ended September 30, 1997 and September 30, 1996 would
   both have been one cent higher than  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.

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

   3.   Acquisitions

        In the first nine months of 1997, the Company acquired 21 businesses
   which were accounted for as purchases.  Aggregate consideration for these
   acquisitions was approximately $76.6 million 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.

        During the first nine months of 1997, in addition to the shares
   issued to effect the R2T2 acquisition discussed below, 136,138 shares of
   Common Stock were issued under the Company's Form S-4 Registration
   Statement.  77,024 shares were issued and $1.2 million of cash was paid in
   settlement of final valuation computations on certain acquisitions which
   occurred in 1996.  In addition, 59,114 shares were issued in payment of
   debt of entities acquired in 1997.

        On June 27, 1997, the Company consummated its acquisition of R2T2,
   accounted for as a pooling of interests, pursuant to which the Company
   issued 1,705,000 shares of Common Stock in the transaction under the
   Company's Form S-4 Registration Statement.  The Company incurred
   nonrecurring merger costs of approximately $1.0 million during the second
   quarter of 1997 as a result of the merger consummated with R2T2.  The
   merger costs include severance and bonuses, professional fees, and other
   merger related costs.  As of September 30, 1997, $270,000 had been accrued
   for merger costs expected to be paid by the end of 1997.  Periods prior to
   1995 have not been restated to include the accounts and operations of the
   acquired company as combined results are not materially different from the
   results as previously presented.  Combined and separate results of
   operations of the Company prior to consummation of the merger, and R2T2
   for the restated nine months ended September 30, 1996, are as follows (in
   thousands):
                                      Superior       R2T2      Combined
   Nine months ended Sept. 30, 1996
   (unaudited):
   Revenue                            $78,587        $4,976    $83,563
   Income before income taxes         $14,342        $  775    $15,117
   Net income                         $ 8,426        $  455    $ 8,881

        The unaudited pro forma results of operations below assume that 1996
   and 1997 acquisitions accounted for as purchases occurred at the beginning
   of 1996.  In addition to combining the historical results of all such
   acquired entities, the pro forma calculations include adjustments for
   amortization of various intangibles acquired in conjunction with the
   acquisitions.  However, no adjustments have been reflected for
   nonrecurring expenses as a result of the acquisition of the entities.

                            Nine Months Ended September 30,
                                   1996            1997
                  (Unaudited and in thousands, except per share amounts) 

   Total net revenue             $135,477       $146,205

   Net income                    $ 11,215       $ 12,560

   Earnings per share            $   0.62       $   0.64

        The above pro forma financial information is based on certain
   assumptions and preliminary estimates which are subject to change.  The
   above pro forma financial information reflects the consideration paid at
   closing for all 1996 and 1997 acquisitions accounted for as purchases.  It
   does not reflect the payments of any contingent consideration.  The above
   pro forma financial information also does not reflect anticipated volume
   or price increases, synergies or other potential operational improvements. 
   The pro forma financial information does not purport to be indicative of
   the results which would actually have been recognized had the purchase
   transactions been completed on January 1, 1996 or which may be obtained in
   the future.

   4.   Shareholders' Investment

        On February 11, 1997, the Company granted employee incentive stock
   options exercisable for 302,935 shares of Common Stock at an exercise
   price of either $21.50 or $23.65 per share (fair market value on grant
   date was $21.50).  During the nine months ended September 30, 1997, an
   additional 165,000 employee incentive stock options were granted at
   exercise prices between $21.50 and $24.375 per share.  The options become
   exercisable 25% after one year and an additional 6.25% for each quarter
   thereafter.  On October 20, 1997, an additional 325,000 employee incentive
   stock options were granted at an exercise price of $25.0625 per share. 
   These options become exercisable in increments of 6.25% per quarter. 

        On May 13, 1997, the Company granted non-qualified common stock
   options for 17,500 shares at an exercise price of $21.25 per share to
   independent directors serving on the Company's Board of Directors.  These
   options vest ratably over an approximate three-year period.

        In September 1997, the Company completed a follow-on public stock
   offering in which it issued 4,000,000 shares of common stock at a price of
   $28.00 per share, resulting in net proceeds after deduction of
   underwriting discounts and commissions and other offering expenses to the
   Company of approximately  $106.1 million.   Subsequent to the end of the
   third quarter, the underwriters of the Company's follow-on stock offering
   partially exercised their over-allotment option and, as a result,  an
   additional 403,500 shares were sold by the Company in October 1997 at the
   price of $28.00 per share, resulting in net proceeds of $10.7 million.

   5.   Commitments and Contingencies

        In connection with at an acquisition in March 1993, the Company was
   required to accept the transfer of at 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 September 30, 1997, the
   estimated one-time capital cost for the additional extraction wells was
   $107,000. Annual operating, maintenance and monitoring costs for the new
   extraction wells, the landfill cap, the existing gas extraction system and
   groundwater monitoring system are estimated as $90,000.  The operating
   duration of the proposed remediation is uncertain, but could be 30 years
   or longer.  The Company has entered into a settlement agreement with
   certain generator PRPs which allocates the costs of the remediation. 
   Under the settlement agreement, certain of the generator PRPs agreed to
   contribute a total of approximately 42% of future costs for remedial
   action and the annual operating, maintenance, and monitoring costs related
   to the site.  The seller and former owner of the closed landfill  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 Company
   has been paid $482,755 by the seller.  The seller's remaining potential
   indemnification obligation was collateralized as of September 30, 1997 by
   $2,317,245 in cash held in escrow.  The $2,317,245 recoverable from the
   seller is included on the Company's balance sheet as part of "other
   assets."  On August 15, 1997, an engineer selected by the seller
   determined that the reasonable present value of the cost of a likely
   remediation plan for the closed landfill approximates $688,000.  The
   reasonable present value of the likely remediation plan is presently the
   subject of an arbitration proceeding demanded by the seller.  If the
   arbitrator agrees with the engineer's estimate, the Company may be
   required to return to the seller substantially all or a substantial
   portion of the current amount held in escrow, which would result in a
   reduction of its "other asset" and the related liability account on its
   balance sheet.  Although the engineer's estimate of such potential costs
   was substantially less than the Company's current estimate, the Company
   believes its existing financial reserves, together with the amounts paid
   and remaining payable by the seller and the contribution obligations of
   the generator PRPs, are adequate to cover the currently anticipated
   remediation costs of such landfill.  As is the case with all sites on the
   NPL, the performance of the selected remedies at the closed landfill will
   be subject to periodic review by the WDNR and the EPA.  In the event the
   selected remedies do not perform adequately to meet applicable state and
   federal standards, additional remedial measures beyond those currently
   anticipated could be required by the WDNR or EPA.  Implementation of any
   such additional remedial measures may involve substantial additional costs
   beyond those currently anticipated.  

        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 operations 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 cost, if any, of correcting
   this alleged violation, or the extent of any fine which may be imposed by
   MDNR.  The Company believes that any expense associated with correcting
   the alleged violation as well as 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, strategies 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 September 30, 1997, the Company provided solid waste
   collection, transfer, recycling and disposal services to over 435,000
   residential, commercial and industrial customers in Wisconsin and in
   Alabama, Illinois, Iowa, Michigan, Minnesota, Missouri, Ohio and
   Pennsylvania.  As of September 30, 1997, solid waste operations 
   consisted of 12 Company-owned and operated landfills, 31 collection 
   operations, 14 recycling facilities and 10 solid waste transfer 
   stations.  The Company also manages five other landfills for 
   third parties.  The Company also provides other integrated waste 
   services, most of which are project-based and provide additional waste 
   volumes to the Company's landfills.

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

                                   Three Months Ended   Nine Months Ended
                                      September 30,       September 30,
                                     1996      1997      1996      1997

   Collection                         43%       51%       45%       52%
   Third party disposal               25%       21%       24%       21%
   Recycling                          12%       11%       12%       11%
   Other integrated waste services    20%       17%       19%       16%
                                     ----      ----      ----      ----
                                     100%      100%      100%      100%
                                     ====      ====      ====      ====

        The Company believes that future operations acquired will continue
   the trend in its revenue mix away from recycling and other integrated
   waste services and more towards solid waste collection and disposal.  The
   percentage of revenue obtained from collection services increased to 52%
   in the first nine months of 1997 compared to 45% in the first nine months
   of 1996 due to a greater portion of revenue being generated from
   collection operations acquired since September 30, 1996.

        All financial data for the three- and nine-month periods ended
   September 30, 1996 and 1997 have been restated and give retroactive effect
   to reflect the Company's June 27, 1997 acquisition of R2T2 in a
   transaction accounted for as a pooling of interests.

   Results of Operations

   Overview

        Revenues in the 1997 third quarter of $51.6 million increased 63.9%
   over the comparable period in the prior year, as restated, primarily due
   to businesses acquired and successfully integrated into the Company during
   the latter half of 1996 and in the second quarter of 1997. Earnings per
   share increased 28.6% to $0.27 per share in the 1997 third quarter from
   $0.21 per share for the third quarter of 1996 as restated.  Net income
   increased 36.3% to $5.5 million in the 1997 third quarter, from $4.0
   million in the same period of 1996, as restated. 

        For the first nine months of 1997, revenues increased 52.6% to $127.6
   million compared to $83.6 million for the same period in the prior year,
   as restated, largely reflecting the impact of operations acquired since
   September 30, 1996.  Operating income as a percentage of revenue decreased
   reflecting the increase in cost of operations due to the higher relative
   percentage of non-integrated collection business resulting in a lower
   overall percentage of waste collected by the Company which is disposed of
   at its own facilities and the  $1.0 million of merger costs incurred in
   June 1997 related to the R2T2 acquisition accounted for as a pooling of
   interests.  Net income increased 32.9% to $11.8 million in the first nine
   months of 1997 from $8.9 million in the first nine months of 1996, as
   restated.  Earnings per share increased to $0.60 for the first nine months
   of 1997 from $0.50 per share for the same period in 1996, as restated.

        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        Nine months
                                        ended Sept.30,      ended Sept 30,
                                        1996     1997       1996       1997

   Revenues                            100.0%   100.0%     100.0%     100.0%
   Cost of operations                   49.6     55.8       51.4       54.9
   Selling, general and
    administrative expenses             14.6     12.1       15.7       14.2
   Merger costs                          -        -          -          0.8
   Depreciation and amortization        13.1     13.4       14.4       13.5
                                        ----     ----       ----       ----
   Operating income                     22.7     18.7       18.5       16.6
   Interest expense                     (0.3)    (0.9)      (0.8)      (0.8)
   Other income (expense)               (0.6)     0.3        0.4        0.1
                                        ----     ----       ----       ----
   Income before income taxes           21.8     18.1       18.1       15.9
   Income taxes                          9.0      7.5        7.5        6.6
                                        ----     ----       ----       ----
   Net income                           12.8%    10.6%      10.6%       9.3%
                                        ====     ====       ====       ====

   Revenues

        Revenues increased $20.1 million, or 63.9%, and $44.0 million, or
   52.6%, for the three- and nine-month periods, respectively, ended
   September 30, 1997 compared with the same periods in 1996, as restated. 
   These increases for each 1997 period were primarily due to the impact of
   operations acquired since September 30, 1996 which were accounted for
   under the purchase method of accounting.  Revenues for each 1997 period
   compared to the same periods in 1996, as restated, increased $18.3 million
   and $38.7 million, respectively, from the impact of these acquired
   operations.  The increase in revenue was also due, to a much lesser
   extent, to increases in volumes of wastes collected and disposed at the
   Company's landfills.  Daily disposal volume at the Company's landfills
   rose to an average of almost 11,300 tons per day in the 1997 third quarter
   compared to an average of about 7,900 tons per day in the corresponding
   period last year, including the average daily tonnage of the two landfills
   owned by R2T2.  The higher landfill volume was predominantly the result of
   waste received at disposal sites acquired, as well as increased volumes of
   special waste streams from the Company's project-driven other integrated
   waste services.

        Revenue from other integrated waste services as a percentage of total
   revenue decreased from 20% in the first nine months of 1996 to 17% in the
   first nine months of 1997, primarily due to acquisition activity by the
   Company since September 30, 1996.

        1997 third quarter revenues compared to 1996 third quarter revenues
   increased approximately 2% from the impact of prices for recyclable
   wastepaper.  The resale prices of, and demand for, recyclable waste
   products, particularly wastepaper, can be volatile and subject to changing
   market conditions.  The Company's recycling operations continued to be
   profitable in the 1997 third 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 increased $13.1 million, or 84.2%, and $27.1
   million, or 62.9%, for the three- and nine-month periods ended September
   30, 1997, respectively, compared to the same periods in 1996, as restated. 
   As a percentage of revenues, cost of operations increased from 49.6% in
   the third quarter of 1996, as restated, to 55.8%, in the third quarter of
   1997 and from 51.4% in the first nine months of 1996, as restated, to
   54.9% in the first nine months of 1997.  In each case the increase was due
   to the higher relative percentage of non-integrated collection business
   resulting in a lower overall percentage of waste collected by the Company
   which is disposed of at its own facilities and due to  the higher relative
   percentage of  business recognized from collection operations (which
   typically have higher costs of operations as a percentage of revenues than
   disposal operations). Changes in this trend are dependent on the timing
   and mix of potential future business acquisitions, the timing of the
   opening of its landfill projects under development in Ohio and Wisconsin
   and 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 new businesses acquired after September 30,
   1996. 

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

        SG&A increased $1.7 million, or 35.9%, and $5.0 million, or 38.0%,
   for the three- and nine-month periods ended September 30, 1997,
   respectively, compared to the same periods in 1996, as restated.  As a
   percentage of revenues, SG&A decreased to 12.1% in the third quarter of
   1997 compared to 14.6% the third quarter of 1996, as restated, and to
   14.2% in the first nine months of 1997 compared to 15.7% in the first nine
   months of 1996.  This trend is expected to continue in the near term due
   primarily to the impact of leveraging corporate SG&A costs over a larger
   revenue base as the Company integrates its recent acquisitions and
   continues to pursue its acquisition growth strategy. While SG&A decreased
   as a percentage of revenues, the actual dollar amount of SG&A 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 operations acquired after September 30, 1996.

   Merger Costs

        The Company incurred nonrecurring merger costs of approximately $1.0
   million during the second quarter of 1997 as a result of the merger
   consummated June 27, 1997 with R2T2.  The merger costs included severance
   and bonuses, professional fees and other related merger costs.  As of
   September 30, 1997, $270,000 had been accrued for merger related costs
   expected to be paid by the end of 1997.

   Depreciation and Amortization

        Depreciation and amortization increased $2.8 million, or 67.7%, and
   $5.2 million, or 43.3%, for the three- and nine-month periods ended
   September 30, 1997, respectively, compared to the same periods in 1996, as
   restated, primarily as a result of increased landfill depletion costs and
   increased depreciation costs of the additional assets and operations
   acquired after September 30, 1996.  As a percentage of revenues,
   depreciation and amortization increased slightly to 13.4% in the third
   quarter of 1997 compared to 13.1% in the third quarter of 1996, as
   restated, due to lower depletion at one of the Company's landfills in the
   third quarter of 1996.  The depletion costs were lower in the third
   quarter of 1996 as additional disposal capacity was gained at one of the
   company's landfills as a result of additional settlement and recompaction
   of the waste in a portion of the site.  Depreciation and amortization 
   decreased to 13.5% in the first nine months of 1997 compared to 14.4% in
   the first nine months of 1996, as restated, due to the lower relative
   percentage of revenues received from disposal operations (which typically
   have higher depreciation and amortization costs as a percentage of revenue
   compared to collection operations) and due to lower depletion rates at
   several landfills.  These lower depletion rates reflect at an increase in
   special waste volumes which typically utilize fewer cubic yards of air
   space due to the density of this type of waste.

   Interest Expense

        Interest expense increased $372,000, or 375.8%, and $387,000, or
   60.2%, for the three- and nine-month periods ended September 30, 1997,
   respectively, compared to the same periods in 1996, as restated.  Interest
   of $1 million was capitalized during the first nine months of 1997 related
   to land being developed.

   Other Income (Expense)

        The line item other income  increased $350,000 from other expense of 
   $187,000 in the three-month period ended September 30, 1996, as restated,
   to income of $163,000 in the three-month period ended September 30, 1997. 
   Other income decreased $135,000 from other income of $300,000 in the nine-
   month period ended September 30, 1996, as restated, to $165,000 in the
   nine-month period ended September 30, 1997.  Approximately $500,000 of
   direct costs associated with acquisition activity primarily related to one
   unsuccessful acquisition bid for a significant company being liquidated in
   a bankruptcy auction process were charged against earnings in the second
   quarter of 1997.

   Liquidity and Capital Resources

        The Company's balance sheet at September 30, 1997 reflected
   approximately $55.1 million in cash and cash equivalents compared to $16.6
   million at December 31, 1996, as restated.

        At September 30, 1997, the Company had no long-term borrowings and
   $2.3 million in letters of credit outstanding under its revolving credit
   facility, with $107.7 million remaining available under its credit
   facility for future borrowings.  Total long-term debt at September 30,
   1997 was $3.9 million.  At September 30, 1997, the ratio of the Company's
   long-term debt to total capitalization was 1.6% compared to 4.4% at
   December 31, 1996, as restated. 

        On August 7, 1997, the Company filed a Form S-3 "shelf" registration
   statement with the Securities and Exchange Commission to register
   5,000,000 shares of common stock.  4,000,000 of these registered  shares
   were sold in September 1997 at a price of $28.00 per share.  The $106.1
   million of net proceeds to the Company from this offering after deduction
   of underwriting discounts and commissions and other offering expenses were
   used to reduce outstanding debt by $51.7 million.  The remainder of the
   net proceeds have been and will continue to be used for potential future
   acquisitions, capital expenditures, and working capital.   Pending
   specific application, the Company has invested the unused net proceeds in
   short-term interest bearing securities.  Subsequent to the end of the
   third quarter, the underwriters of the Company's follow-on stock offering
   partially exercised their over-allotment option and, as a result,  an
   additional 403,500 shares were sold by the Company in October 1997 at the
   price of $28.00 per share, resulting in net proceeds of $10.7 million.

        The Company's principal strategy for future growth is through the
   acquisition of additional solid waste disposal, transfer and collection
   operations. The cash required to fund any future acquisitions in 1997 will
   likely be provided from one or more of the following sources: the net
   proceeds from the Company's recent follow-on stock offering, existing cash
   balances, cash flow from operations and/or borrowings under the Company's
   revolving credit facility.  During the first nine months of 1997, the
   Company paid $76.6 million to complete 20 acquisitions of solid waste
   operations and one marine services company.

        Capital expenditures for the nine months ended September 30, 1997
   were $20.0 million compared to $12.9 million for the nine months ended
   September 30, 1996, as restated, primarily due to increased spending for
   trucks and other revenue producing assets.  Capital expenditures for 1997
   are currently expected to be approximately $24.0 million compared to $17.5
   million in 1996, as restated.  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 for the nine months ended
   September 30, 1997 decreased to $23.3 million from $25.8 million in the
   nine  months ended September 30, 1996, as restated.  The decrease was
   primarily due to at an increase in accounts receivable of $9.6 million
   attributable to the increased sales volume from acquisitions completed
   since September, 1997.  The increase in accounts receivable was virtually
   offset by the increase in net  income of $2.9 million, and the increase in
   depreciation and amortization, a noncash expense, of $5.2  million between
   the first nine months of 1996, as restated, and the first nine months of
   1997. 

        Net cash used in investing activities for the nine months ended
   September 30, 1997 increased to $95.5 million from $27.4 million in the
   nine months ended September 30, 1996, as restated.  The increase was
   primarily due to the Company's $77.8 million of net cash payments for
   operations acquired and the $7.1 million increase in capital expenditures
   in the nine months ended September 30, 1997 compared to the nine months
   ended September 30, 1996, as restated.

        Net cash provided by financing activities in the nine months ended
   September 30, 1997 totaled $110.8 million, compared to $16.3 million in
   the nine months ended September 30, 1996, as restated, reflecting the
   receipt of $106.1 million in net proceeds from the follow-on offering of
   the Company's stock in September 1997.  The cash provided by financing
   activities in 1996, as restated, reflected 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.

   Seasonality

        The Company's historical results of operations have tended 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 ongoing 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)  No reports on Form 8-K were filed during the quarter ended
                  September 30, 1997.

   <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  November 14, 1997         /s/ George K. Farr
                                   George K. Farr
                                   Chief Financial Officer

   <PAGE>
                             SUPERIOR SERVICES, INC.
                                  EXHIBIT INDEX

   Exhibit Number      Exhibit Description

        27             Financial Data Schedule