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 June 30, 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_X__            No___

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
       Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

       The number of shares of Common  Stock of the  registrant,  par value $.01
per share, outstanding on August 9, 1999 was 32,461,756.


<PAGE>





                             SUPERIOR SERVICES, INC.
                                 FORM 10-Q INDEX
                       For the Quarter Ended June 30, 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...........................13-19


PART II. OTHER INFORMATION

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

    Item 2.  Changes in Securities and Use of Proceeds........................20

    Item 4.  Submission of Matters to a Vote of Securities Holders............20

    Item 6.  Exhibits and Reports on Form 8-K.................................21


SIGNATURES....................................................................22

EXHIBIT INDEX.................................................................23




                                      -2-
<PAGE>

<TABLE>

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

<CAPTION>

                                                                     December 31,         June 30,
                                                                        1998                1999
                                                                     ------------       -----------
                                                                                        (unaudited)
<S>                                                                  <C>                <C>
ASSETS
     Current assets:
         Cash and cash equivalents                                   $      9,715       $     4,447
         Trade accounts receivable                                         58,122            75,073
         Prepaid expenses and other current assets                          5,607             7,255
                                                                     ------------       -----------
     Total current assets                                                  73,444            86,775

     Property and equipment, net                                          312,497           338,321
     Restricted funds held in trust                                         1,149             1,317
     Other assets                                                           5,529             7,887
     Intangible assets, net                                               134,223           185,189
                                                                     ------------       -----------

     Total assets                                                    $    526,842       $   619,489
                                                                     ============       ===========

LIABILITIES AND SHAREHOLDERS' INVESTMENT Current liabilities:
         Current maturities of long-term debt                        $      5,194       $     2,938
         Trade accounts payable                                            18,069            19,522
         Accrued payroll and related expenses                               4,584             4,953
         Other accrued expenses                                            31,838            37,074
                                                                     ------------       -----------
     Total current liabilities                                             59,685            64,487

     Long-term debt, net of current maturities                             66,284           132,836
     Disposal site closure and long-term care obligations                  48,289            50,230
     Deferred income taxes                                                 23,865            24,008
     Other liabilities                                                     11,977            13,044

     Commitments and contingencies

     Shareholders' Investment:
         Common stock                                                         322               325
         Additional paid-in capital                                       249,023           249,744
         Retained earnings                                                 67,397            84,815
                                                                     ------------       -----------

     Total shareholders' investment                                       316,742           334,884
                                                                     ------------       -----------

     Total liabilities and shareholders' investment                  $    526,842       $   619,489
                                                                     ============       ===========
</TABLE>



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

                                      -3-
<PAGE>

<TABLE>

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


                                                         Three months ended June 30,      Six months ended June 30,
                                                         ---------------------------      -------------------------

                                                           1998              1999           1998            1999
                                                           ----              ----           ----            ----
                                                        (Restated)                      (Restated)

<S>                                                     <C>              <C>            <C>             <C>
Revenues                                                $   81,462       $   98,995     $  149,625      $  179,003

Expenses:

  Cost of operations                                        46,825           55,724         86,704         102,119

  Selling, general and administrative costs                  9,602           11,453         19,536          21,751

  Merger costs                                                 315                -          1,858               -

  Depreciation and amortization expenses                     9,955           12,814         19,271          23,780
                                                        ----------       ----------     ----------      ----------

                                                            66,697           79,991        127,369         147,650
                                                        ----------       ----------     ----------      ----------

Operating income                                            14,765           19,004         22,256          31,353

Other income (expense):

     Interest expense                                         (902)          (1,479)        (1,925)         (2,429)

     Other income                                              460              136            998             724
                                                        ----------       ----------     ----------      ----------

Income before income taxes                                  14,323           17,661         21,329          29,648

Provision for income taxes                                   5,676            7,285          9,363          12,230
                                                        ----------       ----------     ----------      ----------

Net income                                              $    8,647       $   10,376     $   11,966      $   17,418
                                                        ==========       ==========     ==========      ==========

Earnings per share - basic                              $     0.27       $     0.32     $     0.38      $    0.54
                                                        ==========       ==========     ==========      ==========

Earnings per share - diluted                            $     0.26       $     0.32     $     0.37      $     0.53
                                                        ==========       ==========     ==========      ==========

Pro forma adjustments (note 3):

  Net income, as reported                               $    8,647       $   10,376     $   11,966      $  17,418

  Adjustment for income taxes                                (265)                -           (600)              -
                                                        ----------       ----------     ----------      ----------

  Net income, as adjusted                               $    8,382       $   10,376     $   11,366      $   17,418
                                                        ==========       ==========     ==========      ==========

Earnings per share as adjusted - basic                  $     0.26       $     0.32     $     0.36      $     0.54
                                                        ==========       ==========     ==========      ==========


Earnings per share as adjusted -diluted                 $     0.26       $     0.32     $     0.35      $     0.53
                                                        ==========       ==========     ==========      ==========

</TABLE>


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



                                      -4-
<PAGE>


<TABLE>

                             Superior Services, Inc.
          Condensed Consolidated Statements of Shareholders' Investment
                      (In Thousands, Except Share Amounts)
                                   (Unaudited)
<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                                            -           -                  -          17,418        17,418

Issuance of common stock:
  Exercise of stock options and
    warrants                                    179,345           2                677               -           679
  Other                                          77,727           1                 44               -            45
                                             ----------        ----           --------         -------      --------

Balance at June 30, 1999                     32,459,369        $325           $249,744         $84,815      $334,884
                                             ==========        ====           ========         =======      ========


</TABLE>









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


                                      -5-

<PAGE>

<TABLE>

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

                                                                                     For the six months ended
                                                                                              June 30
                                                                                              -------
                                                                                 1998                        1999
                                                                                 -----                       ----
<S>                                                                             <C>                         <C>
OPERATING ACTIVITIES
Net income                                                                      $11,966                     $17,418
Adjustments to reconcile net income to net cash provided by
operating activities:
     Depreciation and amortization                                               19,271                      23,780
     Deferred income taxes                                                        1,137                         143
     (Gain) loss on sale of assets                                                  (97)                        598
     Changes in operating assets and liabilities, net of effects of acquired
        businesses:
        Accounts receivable                                                      (9,019)                    (13,775)
        Prepaid expenses and other current assets                                  (404)                       (707)
        Accounts payable and accrued expenses                                    (2,696)                     (5,479)
        Disposal site closure and long-term care
          obligation                                                              1,847                       1,941
        Other                                                                       916                        (627)
                                                                                -------                     -------
Net cash provided by operating activities                                        22,921                      23,292

INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired                                 (27,370)                    (61,174)
Purchases of property and equipment                                             (20,352)                    (32,440)
Proceeds from sale of property and equipment                                      1,283                         247
Increase in restricted funds held in trust                                         (516)                       (168)
                                                                                -------                     -------
Net cash used in investing activities                                           (46,955)                    (93,535)

FINANCING ACTIVITIES
Net decrease in short-term borrowings                                            (2,259)                     (2,256)
Proceeds from long-term debt                                                      4,805                      77,263
Payments of long-term debt                                                      (10,713)                    (10,712)
Issuance of common stock                                                          1,533                         680
Subchapter S distributions to former shareholders                                (1,411)                          -
                                                                                -------                     -------
Net cash provided by (used in) financing activities                              (8,045)                     64,975
                                                                                -------                     -------
Net decrease in cash and cash equivalents                                       (32,079)                     (5,268)
Cash and cash equivalents at beginning of period                                 44,955                       9,715
                                                                                -------                     -------
Cash and cash equivalents at end of period                                      $12,876                     $ 4,447
                                                                                =======                     =======

</TABLE>

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



                                      -6-
<PAGE>




                             Superior Services, Inc.
              Notes to Condensed Consolidated Financial Statements
                                  June 30, 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 six
months ended June 30, 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 six months of 1999, the Company acquired 17 waste businesses
that  were  accounted  for  as  purchases.  Aggregate  consideration  for  these
acquisitions was approximately $60.5 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 six months of 1999,  77,727  shares were issued and $1.5
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.
<TABLE>
<CAPTION>

                                                                 Six months ended June
                                                                          30,
                                                             1998                    1999
                                                             ----                    ----
                                                            (Unaudited and in thousands,
                                                               except per share amounts)
<S>                                                       <C>                   <C>
        Total net revenue                                 $187,895              $192,998
        Net income                                        $ 12,260              $ 17,571
        Earnings per share - basic and diluted            $   0.38              $   0.54
</TABLE>

       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.

       On May 11,1999,  the Company granted  non-qualified  common stock options
for  10,000  shares at an  exercise  price of $23.625  per share to  independent
directors  serving the Company's Board of Directors.  These options vest ratably
over an approximate three-year period.

       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                 Six Months Ended
                                                          ------------------                 ----------------
                                                                June 30,                         June 30,
                                                                --------                         --------
                                                           1998            1999            1998             1999
                                                           ----            ----            ----             ----
<S>                                                     <C>             <C>             <C>               <C>
  Numerator

  Income  from   continuing   operations   used  in
  computing basic and diluted earnings per share        $    8,647      $   10,376      $   11,966        $   17,418
                                                        ==========      ==========         =======           =======

  Denominator

  Denominator   for  basic  earnings  per  share  -
  weighted average common shares                        32,003,714      32,448,196      31,863,541        32,401,017

  Effect of dilutive  securities  - employee  stock
  options                                                  705,111         317,319         471,978           247,800
                                                        ----------      ----------      ----------        ----------

  Denominator  for  diluted  warnings  per  share -
  adjusted weighted average common shares               32,708,825      32,765,515      32,335,519        32,648,817
                                                        ==========      ==========      ==========        ==========
</TABLE>



                                      -9-
<PAGE>


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 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  these  contingent  liabilities,  $1,308,000  is being held in an escrow
account.  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 the former



                                      -10-
<PAGE>


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 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


                                      -11-
<PAGE>


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.

Subsequent Event - Pending Merger with Vivendi

       OnJune 11, 1999 the  Company and  Vivendi,  a societe  anonyme  organized
under the laws of  France  ("Parent"),  entered  into an  Agreement  and Plan of
Merger  ("Merger  Agreement")  to  acquire  the  Company  in a  two-step  tender
offer/merger transaction.

       The first step of the  transaction  was a cash tender offer by Onyx Solid
Waste Acquisition Corp., a Wisconsin corporation and wholly-owned  subsidiary of
Parent ("Purchaser"),  to acquire all of the Company's outstanding Common Stock,
including the  associated  Common Stock Purchase  Rights issued  pursuant to the
Rights Agreement, dated as of February 21, 1997, as amended, between the Company
and LaSalle Bank National  Association  (f/k/a LaSalle National Bank), as Rights
Agent (the "Rights"  and,  together with the Common  Stock,  the  "Shares"),  at
$27.00  per  Share,  net to the  seller  in cash  (the  "Offer").  The Offer was
completed on July 16, 1999 and Purchaser  purchased  approximately  30.3 million
Shares, or approximately 93% of the issued and outstanding  Shares,  pursuant to
the Offer.

       The merger of  Purchaser  with and into the Company  (the  "Merger"),  in
which the Company  will be the  surviving  corporation,  is the second and final
step in the acquisition of the Company by Parent and is conditioned, among other
things,  principally  upon the receipt of all necessary  solid waste  regulatory
approvals  in the  states  in which  the  Company  operates.  As a result of the
Merger, the Company will become an indirect  wholly-owned  subsidiary of Parent.
In the Merger,  each  outstanding  Share  (other  than  Shares  owned by Parent,
Purchaser or any other subsidiary of Parent, held in the treasury of the Company
or owned by any wholly-owned subsidiary of the Company, and other than Shares as
to which the holder has properly exercised dissenters' rights) will be converted
into the right to receive $27.00 in cash, without interest thereon.

       The Merger Agreement provides that the Company will take, consistent with
applicable  law and its Restated  Articles of  Incorporation  and  By-Laws,  all
actions  necessary  to convene a meeting of  holders  of Shares as  promptly  as
practicable to consider and vote upon the approval of the Merger  Agreement.  At
such  meeting of the  Company's  shareholders,  all of the Shares  then owned by
Parent,  Purchaser and any other  subsidiary of Parent will be voted in favor of
the Merger  Agreement.  As a result of the consummation of the Offer,  Purchaser
owns  approximately  93% of the outstanding  Shares, or approximately 80% of the
aggregate voting power of the issued and outstanding  Shares.  Accordingly,  the
approval  of the Merger  Agreement  at such  special  meeting  of the  Company's
shareholders is assured without the affirmative vote of any other shareholder.




                                      -12-
<PAGE>



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

General

       The Company provides solid waste  collection,  transfer,  transportation,
recycling  and disposal  services to over 800,000  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 June 30, 1999, solid waste
operations  consisted of 19 Company-owned  solid waste  landfills,  four managed
third  party  landfills,  49 solid waste  collection  operations,  18  recycling
facilities and 22 solid waste transfer stations.

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

<TABLE>
<CAPTION>

                                        Three Months Ended            Six Months Ended
                                             June 30,                     June 30,
                                             --------                     --------
                                     1998               1999       1998              1999
                                     -----              ----       ----              ----

<S>                                   <C>               <C>         <C>              <C>
  Collection                          62%               61%         63%              62%
  Third party disposal                19%               20%         18%              18%
  Recycling                            7%                6%          8%               6%
  Other integrated waste services     12%               13%         11%              14%
                                      ---               ---         ---              ---
                                     100%              100%        100%             100%
                                     ====              ====        ====             ====
</TABLE>

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 which was a Subchapter S Corporation prior to its acquisition.


                                      -13-
<PAGE>

<TABLE>
<CAPTION>

                                                                             Summary Financial Data
                                                                      (in thousands, except per share data)
                                                                           Three months ended June 30,
                                                      -----------------------------------------------------------------
                                                                              Per                                 Per
                                                                 1998         Share                1999           Share
                                                                 ----         -----                ----           -----
                                                              (restated)
<S>                                                             <C>                               <C>
    Revenue                                                     $81,462           -               $98,995             -

    Net income, as reported                                      $8,647       $0.26               $10,376         $0.32
    Pro forma adjustments:
       Adjustment for income taxes                                (265)           -                     -             -
                                                                -------       -----               -------         -----
       Pro forma net income                                       8,382        0.26                10,376          0.32
    Adjustments:
       Merger costs, net of tax                                     170           -                     -             -
                                                                -------       -----               -------         -----
    Adjusted  net  income, exclusive of merger costs
    and cumulative deferred tax provisions                      $ 8,552       $0.26               $10,376         $0.32
                                                               ========       =====               =======         =====
<CAPTION>

                                                                             Summary Financial Data
                                                                      (in thousands, except per share data)
                                                                           Three months ended June 30,
                                                     -----------------------------------------------------------------
                                                                              Per                               Per
                                                                  1998        Share                 1999           Share
                                                                  ----        -----                 ----           -----
                                                              (restated)
<S>                                                            <C>            <C>                <C>              <C>
  Revenue                                                      $149,625           -              $179,003             -
  Net Income, as reported                                      $ 11,966       $0.37              $ 17,418         $0.53
  Pro forma adjustments:
     Adjustment for income taxes                                    600       (0.02)                    -             -
                                                               --------       -----              --------         -----
     Pro forma net income                                        11,366        0.35                17,418          0.53
  Adjustments:
     Deferred income taxes                                          771        0.02                     -             -
     Merger costs, net of tax                                     1,456        0.05                     -             -
                                                               --------       -----              --------         -----
  Adjusted net income, exclusive of merger
  costs and cumulative deferred tax provisions                 $ 13,593       $0.42              $ 17,418         $0.53
                                                               ========       =====              ========         =====
</TABLE>

       Revenues in the 1999 second quarter of $99.0 million increased 21.5% 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, exclusive of one-time merger costs, increased 23.1% to $0.32
per share from $0.26 per share for the second quarter of 1998, as restated.  Net
income,  exclusive of one-time merger costs, increased 21.3% to $10.4 million in
the 1999  second  quarter,  from $8.6  million in the same  period of 1998.  The
weighted  average of common and common  equivalent  shares  outstanding was 32.8
million for the second  quarter of 1999 and 32.7 million for the second  quarter
of 1998, as restated.



                                      -14-
<PAGE>

       For the first  six  months of 1999,  revenues  increased  19.6% to $179.0
million  compared  to $149.6  million  for the same  period  in the prior  year,
primarily due to businesses acquired which were accounted for under the purchase
method of  accounting.  Net  income,  excluding  one-time  merger  costs and the
cumulative  deferred tax  provision in 1998 for AWS which was a "S"  Corporation
prior to its acquisition,  increased 28.1% to $17.4 million in the first half of
1999,  from  $13.6  million in the first half of 1998.  Pro forma  earnings  per
share, excluding one-time merger costs and the cumulative deferred tax provision
for AWS in 1998, increased 26.2% to $0.53 per share from $0.42 per share for the
second half of 1998,  as  restated.  The  weighted  average of common and common
equivalent  shares  outstanding was 32.6 million for the first half of 1999 and
32.3 million for the first half 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:
<TABLE>
<CAPTION>

                                                      Three months ended June 30,         Six months ended June 30,
                                                          1998              1999         1998                 1999
                                                          ----              ----         ----                 ----
                                                        (restated)                    (restated)

<S>                                                       <C>               <C>          <C>                 <C>
  Revenues                                                100.0%            100.0%       100.0%              100.0%
  Cost of Operations                                       57.5              56.3         57.9                57.0
  Selling, general and administrative
    expenses                                               11.8              11.6         13.1                12.2
  Merger costs                                              0.4                 -          1.2                   -
  Depreciation and amortization                            12.2              12.9         12.9                13.3
                                                          -----             -----        -----               -----
  Operating income                                         18.1              19.2         14.9                17.5
  Interest expense                                          1.1               1.5          1.3                 1.4
  Other (income) expense                                   (0.6)             (0.1)        (0.7)               (0.4)
                                                          -----             -----        -----               -----
  Income before income taxes                               17.6              17.8         14.3                16.5
  Income taxes                                              7.0               7.3          6.3                 6.8
                                                          -----             -----        -----               -----
  Net income                                              10.6%             10.5%          8.0%                9.7%
                                                          =====             =====        ======              =====
</TABLE>

Revenues

       Revenues increased $17.5 million,  or 21.5%, and 29.4 million,  or 19.6%,
for the three-and six-month periods, respectively,  ended June 30, 1999 compared
with the same  periods  in 1998.  These  increases  for each  1999  period  were
primarily due to the impact  operations  acquired which were accounted for under
the purchase method of accounting. Revenues for each 1999 period compared to the
same periods in 1998 increased  $13.5 million and $23.3  million,  respectively,
from the impact of operations acquired. 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 first
quarter of 1999.


                                      -15-
<PAGE>




Cost of Operations

       Cost of operations  increased $8.9 million,  or 19.0%, and $15.4 million,
or 17.8%, for the three-and six-month periods ended June 30, 1999, respectively,
compared to the same periods in 1998. However, as a percentage of revenues, cost
of operations decreased from 57.5% in the second quarter of 1998 to 56.3% in the
second  quarter of 1999, and from 57.9% in the first six months of 1998 to 57.0%
in the first six months of 1999.  During the second quarter of 1999, the Company
internalized  63% of the  waste it  collected  to its own  disposal  sites.  The
increase  in the  dollar  amount  of cost of  operations  in both the  three-and
six-months ended June 30, 1999 over the comparable periods in 1998 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.

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

       SG&A increased $1.9 million,  or 19.3%,  and $2.2 million,  or 11.3%, for
the three-and six-month periods ended June 30, 1999,  respectively,  compared to
the same periods in 1998. As a percentage of revenues,  SG&A  decreased to 11.6%
in the second  quarter of 1999 compared to 11.8% in the second  quarter of 1998,
and to 12.2% in the first six months of 1999  compared to 13.1% in the first six
months of 1998.  SG&A  decreased as a percentage of revenue 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.

Merger Costs

       The Company  incurred no  nonrecurring  merger costs during the first six
months of 1999  compared to $1.9 million in the first six 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 half of 1998
included  severance and bonuses,  professional  fees,  and other related  merger
costs.

Depreciation and Amortization

       Depreciation and amortization  increased $2.9 million, or 28.7%, and $4.5
million,  or 23.4%,  for the three- and  six-month  periods ended June 30, 1999,
respectively, compared to the same periods in 1998 due to increased depreciation
costs for the  additional  assets and  operations  acquired.  As a percentage of
revenues, depreciation and amortization increased to 12.9% in the second quarter
of 1999  compared  to 12.2% in the second  quarter of 1998,  and to 13.3% in the
first six months of 1999 compared to 12.9% in the first six months of 1998.

Liquidity and Capital Resources

       The Company's balance sheet at June 30, 1999 reflected approximately $4.4
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 six months of 1999.



                                      -16-
<PAGE>

       At  June  30,  1999,  the  Company  had  $129.3  million  of  outstanding
borrowings,  and  approximately  $3.9  million in letters of credit  outstanding
under its revolving credit  facility.  Total long-term debt at June 30, 1999 was
$132.8 million.  At June 30, 1999, the ratio of the Company's  long-term debt to
total  capitalization  was 28.4%  compared to 17.3% at December 31,  1998.  This
increase  was  attributable  to the increase in the use of debt during the first
half of 1999 to fund the Company's growth through acquisitions.

       Capital  expenditures  for the six months  ended June 30, 1999 were $32.4
million  compared  to $20.4  million  for the six months  ended  June 30,  1998,
primarily due to increased spending for landfill expansions.

       Net cash  provided by  operations  for the six months ended June 30, 1999
increased to $23.3  million from $22.9  million in the six months ended June 30,
1998.  The  increase  was  primarily  due to the  increase in net income of $5.5
million and to an increase in depreciation and amortization, a non-cash expense,
of $4.5 million between the first six months of 1998 and the first six months of
1999. The increase in cash provided was mostly offset by the change in operating
assets and  liabilities of $9.3 million between the first six months of 1998 and
the first six months of 1999.

       Net cash used in investing  activities  for the six months ended June 30,
1999  increased to $93.5 million from $47.0 million in the six months ended June
30, 1998.  The increase was primarily due to the Company's  $62.2 million of net
cash  payments  for  operations  acquired in the six months  ended June 30, 1999
compared to the $27.4  million of net cash payments in the six months ended June
30, 1998.

       Net cash  provided by financing  activities  in the six months ended June
30, 1999 totaled $65.0 million, compared to $8.0 million of cash used in the six
months ended June 30, 1998, reflecting the proceeds from long-term debt of $77.3
million during the first half of 1999 compared to only $4.8 million in the first
half of 1998.

       As a result of the  consummation  of the Offer,  on July 20,  1999 Parent
repaid in full all outstanding indebtedness to the Company's syndicate of banks.
Parent  intends to directly or indirectly  fund the Company's  future  borrowing
needs.

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.

                                      -17-
<PAGE>

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 compliant before October 31, 1999.

       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 is  currently  developing  contingency  plans to address Year
2000 problems.  The Company  believes that this is an appropriate time frame for
developing these contingency plans.

       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 June 30, 1999, the Company has
spent approximately


                                      -18-
<PAGE>


$140,000 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 2.  Changes in Securities and Use of Proceeds.

       A  modification  has  been  made to the  Rights  Agreement,  dated  as of
February 21, 1998,  as amended (the "Rights  Agreement"),  between  LaSalle Bank
National Association (f/k/a LaSalle National Bank), as Rights agent, relating to
the common stock, $.01 par value per share, of the Company (the "Common Stock"),
including the  associated  Common Stock Purchase  Rights (the  "Rights")  issued
pursuant to the Rights Agreement.  On June 11, 1999, the Company entered into an
amendment to the Rights  Agreement to make it  inapplicable to (i) the Offer and
the Merger and (ii) the Merger Agreement,  the Stock Option Agreement,  dated as
of June 11,  1999,  by and among Parent and the  Company,  and the  transactions
contemplated thereby.

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

       The Company's  1999 annual meeting of  shareholders  was held on Tuesday,
May 11, 1999. At the meeting,  the  shareholders  elected each of Joseph P. Tate
and Walter G. Winding to the Company's  Board of Directors for three-year  terms
expiring at the Company's  2002 annual meeting of  shareholders  and until their
successors are duly  qualified and elected.  The terms of all other then serving
directors continued after the meeting, including G. William Dietrich, Francis J.
Podvin, Warner C. Frazier and Donald Taylor. As of the April 1, 1999 record date
for the annual meeting,  32,356,812  shares of Common Stock were outstanding and
eligible to vote. Of the 28,375,138  shares of Common Stock voted at the meeting
in person or by proxy, the following votes were recorded for each nominee:

                                         For                        Withheld
 Name                  Votes         Percentage     Votes           Percentage
 ----                  -----         ----------     -----           ----------
 Joseph P. Tate       26,691,241          94.1%     1,683,897            5.9%
 Walter G. Winding    26,690,229          94.1%     1,684,909            5.9%

       The  tabulation  of votes for the  election of  directors  resulted in no
broker non-votes or abstentions.

       Effective as of July 27, 1999, as a result of  consummation  of the Offer
and pursuant to the Merger Agreement,  Messrs. Podvin,  Frazier, Tate and Taylor
resigned  from the  Company's  Board of  Directors,  the size of the  Board  was
reduced  from  seven  to five  members  and the  Board  appointed  the  Parent's
designees,  Henri Proglio, Denis Gasquet and Michel Gourvennec,  as directors of
the Company.


                                      -20-
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

          (a)       Exhibits:

                    The Exhibits filed or incorporated  by reference  herein are
                    as specified in the Exhibit Index.

          (b)       Reports on Form 8-K:

                    (i)       On June 11,  1999,  the  Company  filed a  Current
                              Report  on Form 8-K to  reflect  (under  Item 5 of
                              Form 8-K) the  execution of an Agreement  and Plan
                              of  Merger  with  Parent  providing  for  Parent's
                              acquisition of all outstanding Shares.

                    (ii)      On June 21, 1999,  the Company  filed an amendment
                              on Form 8-K/A to the Company's  Current  Report on
                              Form 8-K  dated  July 16,  1999.  The  report,  as
                              amended,  included  (under Item 7 of Form 8-K) the
                              Shareholder Tender Agreement, dated as of June 11,
                              1999, by and among Parent, Purchaser and Joseph P.
                              Tate.

                    (iii)     On July 16,  1999,  the  Company  filed a  Current
                              Report  on Form 8-K to  reflect  (under  Item 1 of
                              Form 8-K) the  completion of the Offer to purchase
                              all  outstanding  Shares  at  $27.00  per Share by
                              Purchaser.







                                      -21-
<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:     August 16, 1999                     /s/ George K. Farr
          ----------------                   -----------------------------------
                                             George K. Farr
                                             Chief Financial Officer







                                      -22-
<PAGE>




                             SUPERIOR SERVICES, INC.
                                  EXHIBIT INDEX

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

(2.1)         Agreement  and Plan of Merger,  dated as of June 11, 1999,  by and
              among  Vivendi,  Onyx Solid Waste  Acquisition  Corp. and Superior
              Services,  Inc.  [Incorporated  by  reference  to  Exhibit  2.1 to
              Superior Services Inc.'s Current Report on Form 8-K dated June 11,
              1999 and filed June 14,  1999,  as  amended by a Form 8-K/A  filed
              June 21, 1999.]

(2.2)         Stock Option Agreement,  dated as of June 11, 1999, by and between
              Superior Services, Inc. and Vivendi. [Incorporated by reference to
              Exhibit 2.2 to Superior Services Inc.'s Current Report on Form 8-K
              dated June 11, 1999 and filed June 14, 1999,  as amended by a Form
              8-K/A filed June 21, 1999.]

(3.1)         Amendments  to the Amended  and  Restated  By-laws  dated July 27,
              1999.

(3.2)         Amended and Restated By-laws, dated July 27, 1999, as amended.

(4)           Amendment to Rights  Agreement,  dated as of June 11, 1999, by and
              between  Superior   Services,   Inc.  and  LaSalle  Bank  National
              Association  (f/k/a  LaSalle  National  Bank).   [Incorporated  by
              reference to Exhibit 4 to Superior Services, Inc.'s Current Report
              on Form 8-K  dated  June 11,  1999 and  filed  June 14,  1999,  as
              amended by Form 8-K/A filed June 21, 1999.]

(10.1)        Employment  Agreement  dated  as of June 11,  1999 by and  between
              Superior Services, Inc. and G. William Dietrich.  [Incorporated by
              reference to Exhibit  99.2 to Superior  Services,  Inc.'s  Current
              Report on Form 8-K dated June 11, 1999 and filed June 14, 1999, as
              amended by Form 8-K/A filed June 21, 1999.]

(10.2)        Employment  Agreement  dated  as of June 11,  1999 by and  between
              Superior  Services,  Inc.  and  George K. Farr.  [Incorporated  by
              reference to Exhibit  99.3 to Superior  Services,  Inc.'s  Current
              Report on Form 8-K dated June 11, 1999 and filed June 14, 1999, as
              amended by Form 8-K/A filed June 21, 1999.]

(10.3)        Employment  Agreement  dated  as of June 11,  1999 by and  between
              Superior  Services,  Inc.  and  Peter J.  Ruud.  [Incorporated  by
              reference to Exhibit  99.4 to Superior  Services,  Inc.'s  Current
              Report on Form 8-K dated June 11, 1999 and filed June 14, 1999, as
              amended by Form 8-K/A filed June 21, 1999.]

(27)          Financial data Schedule (EDGAR version only)