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, 1999

                                       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.)


                  125 South 84th Street, Suite 200, Milwaukee,
       Wisconsin 53214 (Address of principal executive offices) (zip code)

        Registrant's telephone number, including area code (414) 479-7800

       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, 1999 was 32,355,961.


<PAGE>





                             SUPERIOR SERVICES, INC.
                                 FORM 10-Q INDEX
                      For the Quarter Ended March 31, 1999

                                                       
                                                                     Page Number
                                                                     -----------
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                     Condensed Consolidated Balance Sheets.....................3

                     Condensed Consolidated Income Statements..................4

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

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

                     Notes to Condensed Consolidated Financial Statements...7-12

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations......................12-19


PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings...........................................20

         Item 6.  Exhibits and Reports on Form 8-K............................20


SIGNATURES....................................................................21

EXHIBIT INDEX.................................................................22




                                       -2-
<PAGE>



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

<TABLE>
<CAPTION>

                                                                                   December 31,           March 31,
                                                                                       1998                 1999
                                                                                   ------------         ------------
                                                                                                        (unaudited)
ASSETS
<S>                                                                                  <C>                  <C>       
     Current assets:
         Cash and cash equivalents                                                   $    9,715           $    8,464
         Trade accounts receivable                                                       58,122               57,602
         Prepaid expenses and other current assets                                        5,607               10,853
                                                                                   ------------         ------------
     Total current assets                                                                73,444               76,919

     Property and equipment, net                                                        312,497              325,438
     Restricted funds held in trust                                                       1,149                1,228
     Other assets                                                                         5,529                7,364
     Intangible assets, net                                                             134,223              161,531
                                                                                   ------------         ------------

     Total assets                                                                    $  526,842           $  572,480
                                                                                   ============         ============

LIABILITIES AND SHAREHOLDERS' INVESTMENT Current liabilities:
         Current maturities of long-term debt                                        $    5,194           $    3,355
         Trade accounts payable                                                          18,069               16,725
         Accrued payroll and related expenses                                             4,584                4,494
         Other accrued expenses                                                          31,838               29,634
                                                                                   ------------         ------------

     Total current liabilities                                                           59,685               54,208

     Long-term debt, net of current maturities                                           66,284              108,085
     Disposal site closure and long-term care obligations                                48,289               49,572
     Deferred income taxes                                                               23,865               24,008
     Other liabilities                                                                   11,977               12,817

Commitments and contingencies

     Common stock                                                                           322                  324
     Additional paid-in capital                                                         249,023              249,027
     Retained earnings                                                                   67,397               74,439
                                                                                   ------------         ------------

Total shareholders' investment                                                          316,742              323,790
                                                                                   ------------         ------------

Total liabilities and shareholders' investment                                       $  526,842           $  572,480
                                                                                   ============         ============



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

</TABLE>

                                      -3-
<PAGE>



                             Superior Services, Inc.
                    Condensed Consolidated Income Statements
               (In Thousands, Except Share and Per Share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                   Three months ended March,
                                                                  --------------------------
                                                                   1998                 1999  
                                                                   ----                 ----

<S>                                                            <C>                  <C>      
Revenues                                                       $  68,163            $  80,008

Expenses:

  Cost of operations                                              39,879               46,395

  Selling, general and administrative costs                        9,934               10,298
                                                                   
  Merger costs                                                     1,543                    -

  Depreciation and amortization expenses                           9,316               10,966
                                                               ---------            ---------
                                                                  60,672               67,659
                                                               ---------            ---------
Operating income                                                   7,491               12,349

Other income (expense):

     Interest expense                                             (1,023)                (950)

     Other income                                                    538                  588
                                                               ---------            ---------

Income before income taxes                                         7,006               11,987

Provision for income taxes                                         3,687                4,945
                                                               ---------            ---------

Net income                                                         3,319                7,042
                                                               =========            =========

Earnings per share - basic and diluted                         $    0.10                 0.22
                                                               =========            =========

Pro forma adjustments (Notes 1 and 3):

  Net income, as reported                                      $   3,319            $   7,042

  Adjustment for income taxes                                       (335)                   -
                                                               ---------            ---------

Net income, as adjusted                                            2,984            $   7,042
                                                               =========            =========

Earnings per share as adjusted - basic and diluted             $    0.09            $    0.22
                                                               =========            =========




   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                      -4-
<PAGE>




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

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

<S>                                 <C>               <C>      <C>            <C>          <C>     
Balance at December 31, 1998        32,202,297        $322     $249,023       $ 67,397     $316,742
Net income                                   -           -            -          7,042        7,042
Issuance of common stock:
  Exercise of warrants                 119,417           1           (1)             -            -
  Other                                 33,509           1            5              -            6
                                    ----------     -------     --------      ---------     --------
                                                                                             

Balance at March 31, 1999           32,355,223        $324     $249,027       $ 74,439     $323,790
                                    ==========      ======     ========      =========     =========

</TABLE>






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

                                      -5-
<PAGE>



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

                                                                   For the three months ended March 31,
                                                                    1998                        1999
                                                                    ----                        ----
OPERATING ACTIVITIES
<S>                                                               <C>                          <C>     
Net income                                                        $  3,319                     $  7,042
Adjustments to reconcile net income to net cash provided by
operating activities:
     Depreciation and amortization                                   9,316                       10,966
     Deferred income taxes                                           1,138                          143
     Gain on sale of assets                                             44                          341
     Changes in operating assets and liabilities, net of
         effects of acquired businesses:
        Accounts receivable                                            852                        2,539
        Prepaid expenses and other current assets                      820                       (4,712)
        Accounts payable and accrued expenses                       (4,261)                      (9,394)
        Disposal site closure and long-term care
          obligation                                                 1,019                        1,283
        Other                                                         (140)                        (309)
                                                                  --------                     --------
Net cash provided by operating activities                           12,107                        7,899

INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired                    (14,133)                     (35,418)
Purchases of property and equipment                                 (8,733)                     (13,726)
Proceeds from sale of property and equipment                           810                          108
Increase in restricted funds held in trust                            (449)                         (79)
                                                                  --------                     --------
Net cash used in investing activities                              (22,505)                     (49,115)

FINANCING ACTIVITIES
Net decrease in short-term borrowings                               (2,259)                      (1,839)
Proceeds from long-term debt                                         3,702                       47,567
Payments of long-term debt                                          (7,321)                      (5,767)
Issuance of common stock                                             1,407                            4
Subchapter S distributions to former shareholders                     (894)                           -
                                                                  --------                     --------
Net cash provided by financing activities                           (5,365)                      39,965
                                                                  --------                     --------
Net decrease in cash and cash equivalents                          (15,763)                      (1,251)
Cash and cash equivalents at beginning of period                    44,955                        9,715
                                                                  --------                     --------
Cash and cash equivalents at end of period                        $ 29,192                     $  8,464
                                                                  ========                     ========




   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      -6-
<PAGE>



                             Superior Services, Inc.
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 1999


1.  Organization and Basis of Presentation

    Superior Services, Inc. ("Superior" or the "Company") is an integrated solid
waste   services   company   providing   a  range   of   collection,   transfer,
transportation, disposal and recycling services to generators of solid waste and
special waste. 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 that are necessary for a
fair statement of the results for the interim periods presented.

    During 1998,  the Company  acquired  Alabama Waste  Systems,  Inc. and Acmar
Regional  Landfill,  Inc.  (collectively  "AWS");  Gopher Disposal,  Inc., Eagle
Environmental,  Inc., Materials Recovery,  Ltd. and Watson's Rochester Disposal,
Inc.  (collectively  "Gopher");  PenPac,  Inc., Heritage Recycling,  Inc., Iorio
Carting,  Inc., ACS Services,  Inc., Recycling Techniques,  Inc., Advanced Waste
Technologies,  Inc., Baray, Inc., and Nicholas Enterprises,  Inc.  (collectively
"PenPac");  all  accounted for using the pooling of interests  method.  Prior to
their  merger,  AWS, a  substantial  number of companies  comprising  Gopher and
PenPac had each  selected S  Corporation  status for income tax  purposes.  As a
result of their merger,  AWS, Gopher and PenPac  terminated  their S Corporation
elections.  Pro forma  provisions  for income taxes are  presented for the three
months ended March 31, 1998 and have been computed as if AWS,  Gopher and PenPac
had been "C" Corporations during the period.

    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,  1998  and  the  related  notes  thereto  (the   "Financial
Statements") included in the Company's Form 10-K for the year ended December 31,
1998.

    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 1998 financial statements to conform to the 1999 presentation.

                                      -7-
<PAGE>


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, 1998.  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, 1998.

    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 three months of 1999, the Company acquired 9 solid waste businesses
that  were  accounted  for  as  purchases.  Aggregate  consideration  for  these
acquisitions was approximately $34.3 million in cash. The final determination of
cost,  and  allocations  thereof,  of certain of the Company's  acquisitions  is
subject to  resolution of certain  contingencies.  Once such  contingencies  are
resolved,  the purchase price is adjusted.  Future payments are contingent based
on working capital adjustments,  debt adjustments and contingent liabilities and
are  recorded  at the  time of  acquisition  if the  contingent  payment  can be
reasonably  estimated.  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 three  months of 1999,  12,331  shares were issued and $1.1
million  of cash  was paid in  settlement  of final  valuation  computations  on
certain acquisitions that occurred in 1998.

    The unaudited  pro forma  results of  operations  below assume that 1998 and
1999 acquisitions  accounted for as purchases occurred at the beginning of 1998.
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.

                                                       Three Months Ended
                                                           March 31,
                                                  1998                    1999
                                                  ----                    ----
                                                 (Unaudited and in thousands,
                                                    except per share amounts)
       Total net revenue                          $83,383               $84,643
       Net income                                 $ 3,422               $ 7,048
       Earnings per share - basic and diluted     $  0.11               $  0.22
                                               
    The pro forma financial information does not purport to be indicative of the
result, which would actually have been recognized had the purchase  transactions
been completed on January 1, 1998 or which may be realized in the future.



                                      -8-
<PAGE>



4.  Shareholders' Investment

    On January 18, 1999, February 10, 1999, February 23, 1999 and March 24, 1999
the Company  granted  employee  incentive  stock options  exercisable for 8,000,
2,000,  470,531, and 30,000 shares of Common Stock at exercise prices of $17.50,
$16.8125,  $19.6875,  and $19.875 per share,  respectively.  The exercise prices
were all fair market value on the grant date. The options become exercisable 25%
after one year and an additional 6.25% for each quarter thereafter.

       Prior  to its  merger  with the  Company,  GeoWaste  Incorporated  issued
warrants to an investment banker for investment advisory services rendered.  The
warrants  allowed the holders to acquire up to 192,800  shares of the  Company's
common  stock at $6.33 per  share.  On  February  1,  1999,  the  holders of the
warrants  converted  the warrants into 119,417  shares of the  Company's  common
stock,  following  the cash-free  exercise  conversion  rights  contained in the
warrant agreement.

5.  Earnings Per Share

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

                                                                         Three Months Ended
                                                                             March 31,
                                                                          1998           1999
                                                                          ----           ----
<S>                                                                     <C>            <C>   
       Numerator

       Income from continuing operations used in computing
       basic and diluted earnings per share                             $3,319         $7,042
                                                                        ======         ======

       Denominator

       Denominator  for basic earnings per share - weighted
       average common shares                                            31,653         32,305

       Effect of dilutive securities - employee stock options
                                                                           458            198
                                                                        ------         ------

       Denominator for diluted warnings per share - adjusted
       weighted average common shares                                   32,111         32,503
                                                                        ======         ======
</TABLE>


6.  Landfill costs

    Landfill  costs  include  land  held  for  development  which  is not  being
amortized.  In order to develop and operate a  landfill,  the Company  typically
must go through  several  governmental  review  processes and obtain one or more
permits and often zoning or other land use approvals. Engineering and legal fees
paid to  third  parties  incurred  to  obtain a  disposal  facility  permit  are
capitalized as landfill costs and amortized over the estimated  related airspace
capacity.  These  costs are not  amortized  until the  permit  is  obtained  and
operations have commenced. If the Company determines 


                                      -9-
<PAGE>


that the facility cannot be developed, these costs are charged to expense.

7.  Commitments and Contingencies

    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.  The range of
possible loss has been estimated not to exceed $1.3 million.  At the time of the
consolidation of these companies into the Company, a contingent liability escrow
was  established  to  cover  the  highest  estimated  costs  of  redemption  and
monitoring with respect to the 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 Company or its subsidiaries have been notified that they are potentially
responsible parties ("PRPs") in connection with two sites listed on the National
Priorities List ("NPL").  When the Company  concludes that it is probable that a
liability has been incurred  with respect to a site,  provision  will be made in
the Company's financial statements reflecting its best estimate of the liability
based on  management's  judgment  and  experience,  information  available  from
regulatory  agencies and the number,  financial resources and relative degree of
responsibility  of other  potentially  responsible  parties  who are jointly and
severally  liable for remediation of the site as well as the typical  allocation
of costs among such parties. If a range of possible outcomes is estimated and no
amount within the range appears to be a better estimate than any other, then the
Company will provide for the minimum amount within the range, in accordance with
generally accepted accounting principles.

    One NPL  location is a landfill  owned by the Company for which the range of
total costs for remaining  remediation  is estimated to be between  $688,000 and
$2.3 million. The Company has an accrued liability of approximately $2.3 million
relating to this matter. As the timing of payments is uncertain, the accrual was
not measured on a discounted  basis. The reasonably  possible loss for this site
is not  expected to exceed the amounts  accrued by the Company for the  selected
remedial action. The Company has entered into settlement agreements with certain
of the generator  PRPs, in which the generator  PRPs agree to contribute a total
of  approximately  62% of future  remediation  costs and the  annual  operating,
maintenance,  and monitoring  costs.  The former owner of the location agreed to
indemnify  the Company up to $2.8 million for any site  liabilities  the Company
may incur as a PRP.  The  Company  has been paid  approximately  $500,000 by the
former owner. The Company and the former owner are in dispute regarding the cost
of a likely  remediation  plan.  An engineer  selected  by



                                      -10-
<PAGE>

the former owner has estimated the total remediation costs to be $688,000.  This
dispute  is now before an  arbitrator.  The  Company  has  recorded  as an asset
approximately  $2.3  million  that is  deemed  probable  of  recovery  from  the
generator PRPs and through  indemnification  from the former owner.  The Company
believes its existing  financial  reserves,  together  with the amounts paid and
remaining  payable by the former owner and the  contribution  obligations of the
generator  PRPs,  are adequate to cover the  currently  anticipated  remediation
costs.

    The Company acquired Nicholas Enterprises,  Inc. ("Nicholas") as part of the
PenPac acquisition on September 30, 1998. Prior to the Company's  acquisition of
PenPac,  Nicholas  was named as a defendant  in  litigation  pursuant to the New
Jersey Spill Compensation and Control Act at Sharkey's  Landfill,  a site in New
Jersey.  During 1998, Nicholas was released from its liability pertaining to the
site in  exchange  for  remitting  $300,000  of  insurance  proceeds  and  other
additional  assessments up to $50,000.  Further, prior to the acquisition by the
Company,  Nicholas was named as a PRP at the Cortese Landfill, a NPL site in New
York,  pursuant to the  Comprehensive  Response,  Compensation  and Control Act.
During 1994,  Nicholas agreed to pay approximately  $200,000 to the State of New
York in final settlement of its share of past costs at the site. This amount has
been paid.  Nicholas has requested,  but not yet received,  release of liability
for any subsequent costs related to this site. Although the Company has not been
informed of any additional  liability related to these sites, under the terms of
the acquisition  agreement for Nicholas,  its former shareholders have agreed to
indemnify the Company,  to the extent not covered by  insurance,  for all claims
arising from these sites.

    As is the case with all sites,  the performance of the elected remedies will
be subject to periodic review by regulatory agencies.  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  regulatory  agencies.  Implementation  of any such  additional
remedial  measures  may  involve  substantial   additional  costs  beyond  those
currently anticipated.

    In  connection  with the Company's  acquisition  of AWS on March 31, 1998, a
landfill  was  acquired  which was subject to legal  proceedings  brought by the
local  municipality.  In October 1996, the municipality  filed an administrative
appeal challenging the State of Alabama Department of Environmental Management's
("ADEM")  decision to issue a landfill permit  modification.  An  administrative
commission  appointed a judge to act as a hearing  officer to oversee the permit
appeal.  Based upon the hearing  officer's  recommendation,  the  administrative
commission in June 1997 unanimously  adopted the  recommendation  of the hearing
officer  that  the  landfill  permit   modification  was  properly  issued.  The
municipality  filed an appeal of this  administrative  decision in state circuit
court.  The Company has landfill assets with a net book value of $3.8 million at
this site. Separately, the municipality in August 1996 filed in federal district
court a citizen's  suit against the landfill  brought  under  provisions  of the
Clean Water Act and the Resource  Conservation  and Recovery Act. In addition to
federal  claims,  the  municipality  has alleged  certain state law claims that,
among other things, the prior owners of the landfill  misrepresented the geology
and hydrogeology of an expansion portion of the landfill, allegedly inducing the
municipality  to grant local  approval for the expansion of the  landfill.  This
local  approval is a  prerequisite  for issuance of the ADEM solid waste permit.
Prior to the  acquisition  of the  landfill,  the prior  owners were  engaged in
settlement negotiations with the municipality regarding these proceedings. Since
the  acquisition,  the Company has met with  municipal  officials  and presented
settlement  offers.  The  municipality  approved a final settlement on 


                                      -11-
<PAGE>

April 20, 1999. Such  settlement will not have a material  adverse effect on the
Company's  financial  condition  or  results  of  operations.  Dismissal  of the
proceedings is now pending.

    In the  normal  course  of its  business  and as a result  of the  extensive
government regulation of the solid waste industry,  the Company periodically may
become  subject  to  various   judicial  and   administrative   proceedings  and
investigations  involving federal, state or local agencies. To date, the Company
has not been  required to pay any material  fine or judgment for violation of an
environmental law. The Company is involved in various  environmental matters and
governmental  proceedings,  including  original  or  renewal  permit  filings in
connection  with  the  establishment,  operation,  expansion,  closure  and post
closure  activities of certain  landfills.  There can be no assurance  that such
permits shall be granted or such  proceedings  resolved in a manner favorable to
the  Company.  From time to time,  the Company  also may be subjected to actions
brought by citizen's  groups in connection  with the  permitting of landfills or
transfer stations,  or alleging  violations of the permits pursuant to which the
Company  operates.  The Company is also  subject from time to time to claims for
personal  injury or property  damage  arising  out of  accidents  involving  its
vehicles.  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.

    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.

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 either described in close proximity to
such statements or include the following (i) the Company's ability to manage its
growth;  (ii)  the  availability  to  the  Company  of  additional   acquisition
opportunities  at  favorable  pricing  levels and the  ability of the Company to
effectively integrate its existing and potential future acquisitions;  (iii) the
continuing seasonality of its business; and (iv) competition for both collection
and disposal services and acquisitions.  All of these factors, or others,  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  


                                      -12-
<PAGE>


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

    The Company  provides  solid  waste  collection,  transfer,  transportation,
recycling  and disposal  services to over 750,000  residential,  commercial  and
industrial  customers  in  Alabama,   Florida,  Georgia,   Illinois,   Michigan,
Minnesota,  Missouri,  New  Jersey,  Ohio,  Pennsylvania,   West  Virginia,  and
Wisconsin.  The Company also provides other integrated  waste services,  most of
which are project-based and many of that provide additional waste volumes to the
Company's landfills and recycling facilities.  As of March 31, 1999, solid waste
operations  consisted of 19 Company-owned  solid waste  landfills,  four managed
third  party  landfills,  49 solid waste  collection  operations,  19  recycling
facilities and 15 solid waste transfer stations.

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

                                                  Three Months Ended March 31
                                                      1998              1999
                                                      ----              ----
            Collection                                 64%               64%
            Third party disposal                       17%               20%
            Recycling                                   9%                7%
            Other integrated waste services            10%                9%
                                                      ----              ----
                                                      100%              100%
                                                      ====              ====


    The Company's  strategy for future growth  anticipates  the  recognition  of
additional revenue from acquiring additional solid waste collection and disposal
operations as well as continued  internal  growth.  The Company  acquired or had
signed definitive  agreements to purchase  businesses with estimated  annualized
revenues of $36 million in the first three months of 1999. Of the $36 million in
annualized revenues acquired, over $22 million related to solid waste collection
operations with the balance related to two special waste operations  acquired by
the Special Services group. However, the Company believes that future operations
acquired  will move its revenue  mix away from  recycling  and other  integrated
waste services and more towards solid waste collection and disposal.


Results of Operations

Overview

    The information  presented below reflects the pro forma net income exclusive
of merger costs incurred in connection with acquisitions  during 1998 which were
accounted for as poolings of interest. Pro forma net income includes federal and
state  income  tax  provisions  for 1998 as if AWS,  Gopher  and PenPac had been
taxable  entities,  and excludes the cumulative  deferred tax provision for AWS,
Gopher  and  PenPac  which  were  Subchapter  S  Corporations   prior  to  their
acquisition.


                                      -13-
<PAGE>
<TABLE>
<CAPTION>

                                                                            Summary Financial Data
                                                                    (in thousands, except per share data)
                                                                         Three Months Ended March 31,
                                                         ------------------------------------------------------------------
                                                                                Per                                Per
                                                                 1998         Share               1999           Share
                                                                 ----         -----               ----           -----
<S>                                                            <C>           <C>                <C>              <C>      
Revenue                                                        $68,163             -            $80,008               -

Net income, as reported                                        $ 3,319       $  0.10            $ 7,042          $ 0.22
Pro forma adjustments:
   Adjustment for income taxes                                    (335)        (0.01)                 -               -
                                                               -------       -------            -------          ------
   Pro forma net income                                          2,984          0.09              7,042            0.22
Adjustments:
   Deferred income taxes                                           771          0.02                  -               -
   Merger costs, net of tax                                      1,286          0.05                  -               -
                                                               -------       -------            -------          ------
Adjusted  net  income,  exclusive  of merger  costs and
cumulative deferred tax provisions
                                                               $ 5,041       $  0.16            $ 7,042          $ 0.22
                                                               =======       =======            =======          ======
</TABLE>


    Revenues in the 1999 first quarter of $80.0 million increased 17.4% over the
comparable  period in the prior year primarily due to businesses  acquired which
were accounted for under the purchase  method of accounting.  Pro forma earnings
per share,  excluding one-time merger and cumulative deferred tax provisions for
the Gopher  and PenPac  companies  which  were "S"  Corporations  prior to their
acquisition in 1998, increased 37.5% to $0.22 per share from $0.16 per share for
the first  quarter of 1998,  as  restated.  The  one-time  merger  costs and the
cumulative deferred tax provisions totaled  approximately $0.07 per share in the
first  quarter of 1998.  Net income,  exclusive  of these  merger  costs and the
cumulative  deferred tax provisions in 1998,  increased 39.7% to $7.0 million in
the 1999  first  quarter,  from $5.0  million  in the same  period of 1998.  The
weighted  average of common and common  equivalent  shares  outstanding was 32.5
million for the first  quarter of 1999 and 32.1 million for the first quarter of
1998, 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 ended March 31,
                                                   1998                  1999
                                                   ----                  ----
   Revenues                                       100.0%                100.0%
   Cost of operations                              58.5                  58.0
   Selling, general and administrative expenses    14.6                  12.9
   Merger costs                                     2.2                     -
   Depreciation and amortization                   13.7                  13.7   
                                               
   Operating income                                11.0                  15.4
   Interest expense                                 1.5                   1.2
   Other income                                    (0.8)                 (0.8)  
                                                  -----                 -----
   Income before income taxes                      10.3                  15.0
   Income taxes                                     5.4                   6.2   
                                                  -----                 -----
   Net income                                       4.9%                  8.8%
                                                  =====                 =====


                                      -14-
<PAGE>

Revenues

    Revenues  increased  $11.8  million,  or 17.4% for the first quarter of 1999
compared to the 1998 first quarter  primarily due to the $9.8 million  impact of
operations  acquired  which  were  accounted  for under the  purchase  method of
accounting.  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
and to price increases enacted late in the quarter. Daily disposal volume at the
Company's  landfills rose to an average of approximately  15,400 tons per day in
the 1999 first  quarter  compared  to an  average of 10,700  tons per day in the
corresponding period last year. The higher landfill volume was predominantly the
result of waste  received at four new disposal  sites  acquired  since March 31,
1998.  The Company  expects price  increases to have a greater effect on organic
growth in the second quarter of 1999 due to a full quarter effect from the price
increases enacted late in the first quarter.  Also, volume growth was lowered by
a large project which was performed by the Special  Services  group in the first
quarter  of 1998  which  the  Company  chose not to  perform  again in the first
quarter of 1999.

    The  resale  prices  of,  and  demand  for,   recyclable   waste   products,
particularly  wastepaper,  can  be  volatile  and  subject  to  changing  market
conditions.  However,  the  impact  of  prices  for  recyclable  wastepaper  had
essentially no effect on revenues in the 1999 first quarter compared to the 1998
first  quarter as the average price  received by the Company for its  recyclable
waste products remains  basically  unchanged.  The Company expects the recycling
operations  to  continue to be  profitable  due to the  Company's  floor-pricing
arrangement  with a national  paper  company  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, 1999 increased $6.5
million,  or 16.3%,  to $46.4  million  from $39.9  million for the three months
ended March 31, 1998. However,  as a percentage of revenues,  cost of operations
decreased  from 58.5% in the first quarter of 1998 to 58.0% in the first quarter
of 1999. This was primarily due to cost savings at landfills owned and operated,
the higher relative percentage of integrated  collection business resulting in a
higher overall percentage of waste collected by the Company which is disposed of
at its own  facilities,  and the higher  relative  percentage  of business  from
disposal  operations  (which  generally  have  lower  costs of  operations  than
collection  operations and other integrated  waste  services).  During the first
quarter of 1999, the Company  internalized  62% of the waste it collected to its
own disposal  sites  compared to 59% during the first three months of 1998.  The
Company's  goal is to maintain  or increase  its  internalization  rate  through
focusing on full vertical  integration of its solid waste business in all of its
service  areas.  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


                                      -15-
<PAGE>

increased  volumes of wastes  received from services  provided to new customers,
including the operation of new businesses acquired.

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

    SG&A  increased  $364,000,  or 3.7%,  to $10.3  million for the  three-month
period ended March 31, 1999 from $9.9 million for the  three-month  period ended
March 31, 1998. However, as a percentage of revenues, SG&A decreased to 12.9% in
the first quarter of 1999  compared to 14.6% in the first  quarter of 1998.  The
Company  believes  that SG&A as a percentage of revenue would have been lower in
the first quarter of 1999 had the acquisitions completed in March been completed
earlier in the quarter.  Resulting in a larger revenue base over which to spread
the costs.  This trend of decreasing SG&A as a percentage of revenue is expected
to continue in the near term due primarily to the impact of spreading  corporate
SG&A costs over a larger revenue base as the Company integrates acquisitions and
continues to pursue its acquisition growth strategy. The actual dollar amount of
SG&A  increased  primarily  due to increased  costs for  personnel  necessary to
service new customers,  including those associated with the operations acquired,
and to support the Company's acquisition program.

Merger Costs

    The Company  incurred no  nonrecurring  merger  costs during the first three
months  of 1999  compared  to $1.5  million  in the first  three  months of 1998
because  there were no mergers  completed  during 1999 which were  accounted for
using the pooling of interests  method.  The one-time  merger costs in the first
quarter of 1998 included  severance and bonuses,  professional  fees,  and other
related merger costs.

Depreciation and Amortization

    Depreciation  and  amortization  increased $1.6 million,  or 17.7%,  for the
three-month  period ended March 31,  1999,  compared to the same period in 1998,
due to increased  depreciation  costs for the  additional  assets and operations
acquired.  As a percentage of revenues,  depreciation and amortization  remained
the same at 13.7% in the first quarter of 1999 and 1998.

Interest Expense

    Interest  expense  decreased  $73,000,  or 7.1%, for the three-month  period
ended March 31, 1999 compared to the same period in 1998  primarily due to lower
average  interest  rates during 1999 compared to 1998.  Interest of $724,000 was
capitalized  during  the  first  three  months  of 1999  related  to land  being
developed at the landfills.

Income Tax Expense

    The Company's  effective tax rate  decreased from 52.6% for the three months
ended March 31, 1998 to 41.3% for the  three-month  period ended March 31, 1999.
The decrease was  primarily  due to the impact of certain  nondeductible  merger
costs  and  cumulative  deferred  tax  provisions  in 1998 


                                      -16-
<PAGE>

associated  with the  conversions  of AWS,  Gopher and PenPac from  subchapter S
Corporations to taxable entities.

Liquidity and Capital Resources

    The Company's balance sheet at March 31, 1999 reflected  approximately  $8.5
million in cash and cash  equivalents  compared to $9.7  million at December 31,
1998. The decrease in cash and cash  equivalents was primarily due to the use of
cash to acquire solid waste companies during the first three months of 1999.

    At March 31, 1999, the Company had $104.3 million of outstanding borrowings,
and  approximately  $3.9  million  in letters  of credit  outstanding  under its
revolving credit facility,  with $166.8 million available under its $275 million
revolving credit facility for future  borrowings.  Total long-term debt at March
31,  1999 was $108.1  million.  At March 31,  1999,  the ratio of the  Company's
long-term debt to total  capitalization  was 25.0% compared to 17.3% at December
31,  1998.  This  increase was  attributable  to the increase in the use of debt
during  the  first  quarter  of  1999  to  fund  the  Company's  growth  through
acquisitions.

    The  Company's   principal   strategy  for  future  growth  is  through  the
acquisition  of  additional  solid  waste  disposal,   transfer  and  collection
operations.  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 1999  through  the  use of  cash,  assumption  of
indebtedness,  future royalties, and/or capital stock. The cash required to fund
any  future  acquisitions  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 revolving credit facility.

    Capital  expenditures  for the three  months ended March 31, 1999 were $13.7
million  compared to $8.7  million for the three  months  ended March 31,  1998,
primarily   due  to  increased   spending  for  landfill   expansions.   Capital
expenditures  for 1999 are currently  expected to be  approximately  $55 million
(including the $13.7 million  expended through March 31, 1999) compared to $52.9
million in 1998.  These  amounts  have been and will  continue  to be  primarily
allocated to continued spending for landfill expansions.  The Company intends to
fund future capital expenditures  principally through internally generated funds
and, to a lesser extent,  equipment lease financing.  In addition,  as described
above, 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 solid waste collection and 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.

                                      -17-
<PAGE>

    Net cash  provided by  operations  for the three months ended March 31, 1999
decreased to $7.9 million from $12.1 million in the three months ended March 31,
1998.  The decrease was  primarily  due to the increase in prepaid  expenses and
other current  assets of $5.5 million and to a decrease in accounts  payable and
accrued  expenses of $5.1 million between the first three months of 1998 and the
first three months of 1999.  The decrease in cash,  resulting from the change in
operating  assets,  was  partially  offset by the increase in net income of $3.7
million  between  the first three  months of 1998 and the first three  months of
1999.

    Net cash used in investing  activities  for the three months ended March 31,
1999  increased to $49.1  million  from $22.5  million in the three months ended
March 31, 1998. The increase was primarily due to the Company's $35.4 million of
net cash  payments for  operations  acquired in the three months ended March 31,
1999  compared to the $14.1  million of net cash  payments  in the three  months
ended March 31, 1998.

    Net cash  provided by financing  activities  in the three months ended March
31, 1999  totaled  $40.0  million,  compared to $5.4 million of cash used in the
three months ended March 31, 1998,  reflecting  the proceeds from long-term debt
of $47.6 million compared to only $3.7 million in the first quarter of 1998.

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.

Year 2000 Initiative 

    The Company is conducting a comprehensive review to ensure that all internal
computer  systems and  equipment  are, or prior to the end of 1999 will be, Year
2000  compliant.  The Company's  Year 2000 readiness plan includes the following
phases: (i) conducting an inventory of the Company's internal systems, including
information  technology  systems and  non-information  technology systems (which
include  office and  facilities'  environment  related  systems) and the systems
acquired or to be acquired by the Company from third parties; (ii) assessing and
prioritizing  any  required  remediation;  (iii)  remediating  any  problems  by
repairing or, if appropriate,  replacing the non-compliant systems; (iv) testing
of  all  remediated  systems  for  Year  2000  compliance;  and  (v)  developing
contingency  plans that may be employed in the event that any system used by the
Company is  unexpectedly  affected by an  unanticipated  Year 2000 problem.  The
Company has completed its inventory  phase of this plan and is actively  engaged
in completing the remaining  phases.  The Company  currently expects to complete
all  phases  of this  plan and  that  all  computer  systems  will be Year  2000
complaint before October 31, 1999.

                                      -18-
<PAGE>

    In  addition  to  assessing  its own  systems,  the  Company  has  initiated
communication  with  all of its  vendors,  service  providers  and  third  party
business  partners to assess  their Year 2000  readiness.  The Company  plans to
continue  assessment of its vendors,  service suppliers and third party business
partners to ensure Year 2000 readiness.  Despite the Company's diligence,  there
can be no guarantee that the  non-compliant  systems of other entities which the
Company  relies  upon in its day to day  operations  will  not  have a  material
adverse impact on the Company.  The actual impact on the Company  resulting from
non- compliance of these entities cannot be determined at this time.

    The Company has limited the scope of its risk  assessment  to those  factors
which it can  reasonably  be  expected  to  influence.  The Company has made the
assumption   that   government   agencies,   utility   companies   and  national
telecommunication  providers will continue to operate without interruption.  The
lack of such services could have a material  impact on the Company's  ability to
operate,  but the Company has little, if any, ability to influence such results,
or to make  alternative  arrangements  in advance for such  services if they are
unavailable.  Additionally, the Company believes that disruptions in the economy
generally  resulting from Year 2000 issues could have a material  adverse impact
on the Company.  The Company could be subject to litigation for computer  system
failures  such as  equipment  shutdown  or failure to properly  update  business
records.  Other potential  consequences  include the inability to accurately and
timely  update  customers'  accounts,   process  financial  transactions,   bill
customers,  report  accurate data to management,  shareholders,  customers,  and
others as well as business  interruptions  and financial  losses.  The amount of
potential  liability  or loss of revenue  to the  Company  cannot be  reasonably
estimated at this time.

    The Company intends to develop  contingency  plans within the second quarter
of 1999 to address  Year 2000  problems.  The Company  believes  that this is an
appropriate time frame for developing these  contingency  plans and that efforts
prior to that time should be focused on the  remediation  and testing  phases of
the Company's Year 2000 readiness plan.

    While the  Company  believes  its  planning  efforts  should be  adequate to
address its Year 2000  concerns,  there can be no guarantee  that the systems of
other  companies  on which the  Company's  systems and  operations  rely will be
converted on a timely basis and will not have a material  effect on the Company.
The Company  currently  estimates  that it will cost  approximately  $250,000 to
fully execute its Year 2000 initiative.  Through March 31, 1999, the Company has
spent  approximately  $35,000 in connection with Year 2000 issues. All Year 2000
expenditures  are made from the information  systems  department  budget and are
expensed against earnings.  The percentage of the information systems department
budget  during 1999 expected to be used for Year 2000  remediation  is less than
10%.  No  information  systems  projects  have  been  deferred  due to Year 2000
efforts.


                                      -19-
<PAGE>



                                     PART II

Item 1. Legal Proceedings

        See Note 7 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)     No reports on Form 8-K were filed during the quarter ended March
                31, 1999.


                                      -20-
<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, 1999                     /s/George K. Farr 
                                           George K. Farr
                                           Chief Financial Officer



                                      -21-
<PAGE>



                             SUPERIOR SERVICES, INC.
                                  EXHIBIT INDEX



Exhibit Number             Exhibit Description
--------------             -------------------

     27                    Financial Data Schedule




                                      -22-