UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

   (Mark One)

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

        For the quarterly period ended September 30, 1996

                                       OR

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

        For the transition period from __________ to __________

        Commission File Number            0-27508         


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

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


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

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

        Indicate by check mark whether the registrant (1) has filed all
   reports required to be filed by Section 13 or 15(d) of the Securities and
   Exchange Act of 1934 during the preceding 12 months (or for such shorter
   period that the registrant was required to file such reports), and (2) has
   been subject to such filing requirements for the past 90 days.
        Yes   X   No       

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

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

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

        The number of shares of Common Stock of the registrant, par value
   $.01 per share, outstanding on November 12, 1996 was 16,981,706.

   <PAGE>
                             SUPERIOR SERVICES, INC.
                                 FORM 10-Q INDEX
                    For the Quarter Ended September 30, 1996


                                                                Page Number
   PART I.     FINANCIAL INFORMATION

      Item 1   Financial Statements

               Condensed Consolidated Balance Sheets  . . . . . .      3

               Condensed Consolidated Statements of Operations. .      4

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

               Condensed Consolidated Statements of Cash Flows. .      6

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

      Item 2   Management's Discussion and Analysis of Financial 
               Condition and Results of Operations  . . . . . . .  10-15


   PART II.    OTHER INFORMATION

         Item 6  Exhibits and Reports on Form 8-K . . . . . . . .     16

   SIGNATURES

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

                                                  December 31,  September 30,
                                                      1995          1996   
                                                                 (Unaudited)
   ASSETS
      Current assets:
         Cash and cash equivalents                     $1,373      $13,133
         Trade accounts receivable                     14,518       18,527
         Prepaid expenses and other 
           current assets                               2,826        2,925
         Net assets of discontinued operations            849            -
                                                      -------      -------
      Total current assets                             19,566       34,585

      Property and equipment, net                      81,026      103,046
      Restricted funds held in trust                    7,009        7,956
      Other assets                                      4,202        4,187
      Intangible assets, net                           10,960       14,521
                                                      -------      -------
      Total assets                                   $122,763     $164,295
                                                     ========     ========
   LIABILITIES AND SHAREHOLDERS' INVESTMENT
      Current liabilities:
         Current maturities of long-term debt          $3,251       $2,071
         Trade accounts payable                         4,737        5,371
         Accrued payroll and related expenses           2,329        2,463
         Other accrued expenses                         3,494        5,836
         Accrued income taxes                           1,045        3,045
                                                      -------      -------
      Total current liabilities                        14,856       18,786

      Long-term debt, net of current maturities        20,168        2,001
      Disposal site closure and long-term 
        care obligations                               20,079       27,022
      Deferred income taxes                            11,581       11,127
      Other liabilities                                 5,077        8,399

      Commitments and contingencies

      Convertible preferred stock                      15,000            -

      Shareholders' investment:
         Common stock                                      99          167
         Additional paid-in capital                    24,001       76,465
         Retained earnings                             11,902       20,328
                                                      -------      -------
      Total shareholders' investment                   36,002       96,960
                                                      -------      -------
      Total liabilities and shareholders'
        investment                                   $122,763     $164,295
                                                     ========     ========

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

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


                                    Three months            Nine months
                                   ended Sept. 30,         ended Sept. 30,
                                   1995        1996        1995        1996

   Revenues                     $25,076     $29,719     $69,162     $78,587

   Expenses:
      Cost of operations         12,719      14,887      36,255      40,911
      Selling, general and 
        administrative 
       expenses                   3,886       4,363      11,085      12,428
      Depreciation and 
       amortization               3,338       3,853       9,349      11,185
                                -------     -------     -------     -------
                                 19,943      23,103      56,689      64,524
                                -------     -------     -------     -------
   Operating income from 
     continuing operations        5,133       6,616      12,473      14,063

   Other income:
      Interest expense             (637)        (69)     (2,287)       (537)
      Other income                   93         314         457         816
                                -------     -------     -------     -------
   Income from continuing 
     operations before 
     income taxes                 4,589       6,861      10,643      14,342
   Provision for income 
     taxes                        1,886       2,830       4,407       5,916
                                -------     -------     -------     -------
   Income from continuing 
     operations                   2,703       4,031       6,236       8,426

   Discontinued operations:
      Loss from disposition 
       of discontinued 
       operations, net of
       income tax                  (138)          -        (121)          -
                                -------     -------     -------     -------
   Net income                    $2,565      $4,031      $6,115      $8,426
                                 ======      ======      ======      ======
   Per share:
      Income from continuing
        operations                $0.20       $0.24       $0.46       $0.52
      Income from 
       discontinued
        operations                (0.01)          -       (0.01)          -
                                -------     -------     -------     -------
      Net income                  $0.19       $0.24       $0.45       $0.52
                                  =====       =====       =====       =====
   Weighted average number 
     of common and common 
     equivalent shares 
     outstanding             13,420,613  17,086,385  13,498,709  16,110,431
                             ==========  ==========  ==========  ==========


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

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

                                              Additional
                               Common Stock     Paid-In    Retained
                             Shares    Amount   Capital    Earnings    Total
   Balance at 
     December 31, 1995      9,886,815     $99   $24,001    $11,902   $36,002
     Net income                     -       -         -      8,426     8,426
     Conversion of 
       convertible
       preferred stock      3,317,890      33    14,967          -    15,000
     Issuance of common 
       stock, net           3,552,066      35    37,497          -    37,532
                           ----------    ----   -------    -------   -------
   Balance at 
     September 30, 1996    16,756,771    $167   $76,465    $20,328   $96,960
                           ==========    ====   =======    =======   =======

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

   <PAGE>
                             Superior Services, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                 (In Thousands)
                                   (Unaudited)
                                                          For the nine months
                                                          ended September 30,
                                                             1995       1996
   OPERATING ACTIVITIES
   Net income                                              $6,115     $8,426
   Adjustments to reconcile net income to net cash 
    provided by operating activities:
      Depreciation and amortization                         9,349     11,185
      Deferred income taxes                                     -       (454)
      Gain on sale of assets                                 (193)       (57)
      Changes in operating assets and liabilities, 
      net of effects of acquired businesses:
        Accounts receivable                                (1,774)    (2,553)
        Prepaid expenses and other current assets           1,014        (32)
        Accounts payable and accrued expenses               2,473      2,942
        Disposal site closure and long-term 
         care obligation                                    1,951      1,783
        Other                                              (1,701)       129
                                                          -------    -------

   Net cash provided by operating activities               17,234     21,369

   INVESTING ACTIVITIES
   Acquisition of businesses, net of cash acquired         (1,574)   (13,442)
   Purchases of property and equipment                     (7,199)   (12,594)
   Proceeds from sale of discontinued operations            3,489        562
   Proceeds from sale of property and equipment             1,090        425
   Funds held in trust                                       (819)      (846)
                                                          -------    -------
   Net cash used in investing activities                   (5,013)   (25,895)

   FINANCING ACTIVITIES
   Net decrease (increase) in short-term borrowing            547     (1,180)
   Proceeds from long-term debt                             4,007          -
   Payments of long-term debt                             (18,029)   (19,816)
   Issuance of common stock, net of issuance costs              -     37,282
                                                          -------    -------
   Net cash provided by (used in) financing 
     activities                                           (13,475)    16,286
                                                          -------    -------
   Net increase (decrease) in cash and 
     cash equivalents                                      (1,254)    11,760
   Cash and cash equivalents at beginning 
     of period                                              2,034      1,373
                                                          -------    -------
   Cash and cash equivalents at end of period                $780    $13,133
                                                             ====    =======

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

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


   1.   Organization and Basis of Presentation

        Superior Services, Inc. ("Superior" or the "Company") is a regional
   integrated solid waste services company providing solid waste collection,
   transfer, recycling and disposal services to customers primarily in
   Wisconsin and also in parts of Minnesota, Illinois, Iowa, Michigan and
   Missouri.  The 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.  As applicable
   under such regulations, certain information and footnote disclosures
   normally included in financial statements prepared in accordance with
   generally accepted accounting principles have been condensed or omitted. 
   The Company believes that the presentations and disclosures in the
   financial statements included herein are adequate to make the information
   not misleading.  The financial statements reflect all elimination entries
   and normal adjustments which are necessary for a fair statement of the
   results for the interim periods presented.  Operating results for interim
   periods are not necessarily indicative of the results for full years or
   other interim periods.  It is suggested that the condensed consolidated
   financial statements included herein be read in conjunction with the
   consolidated financial statements of Superior for the year ended December
   31, 1995 and the related notes thereto (the "Financial Statements")
   included in the Company's Form S-1 Registration Statement (No. 333-240).

        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 1995 financial statements to
   conform to the 1996 presentation.

   2.   Significant Accounting Policies

        There have been no significant additions to or changes in accounting
   policies of the Company since December 31, 1995.  For a description of
   these policies, see Note 2 of Notes to Consolidated Financial Statements
   in the Company's Form S-1 Registration Statement (No. 333-240).

   3.   Discontinued Operations

        In May 1996, the Company completed the sale of the customer contracts
   and certain assets of its biomedical waste collection, transportation and
   disposal operations for approximately $750,000.  The biomedical waste
   operations have been reported as discontinued since September 1994.  No
   material adjustments have been required to the estimated loss on
   disposition of these operations recorded at that time.

   4.   Acquisitions

        Through September 30, 1996, the Company had acquired eight solid 
   waste businesses that were accounted for as purchases.  The Company also 
   acquired the remaining 50% equity interest in a joint venture owned by a 
   subsidiary of the Company.  Consideration for these acquisitions was 
   $13.6 million in cash, $3.2 million in future payments or notes payable, 
   and 15,015 shares of Common Stock.  In connection with a landfill 
   acquisition, the seller is entitled to receive additional consideration
   from the Company, if regulatory approval, as defined, is obtained for 
   expansions of permitted air space.  This contingent consideration averages
   $1.00 per cubic yard for additional permitted airspace.  These amounts, if
   any, will be capitalized when paid or payable as additional purchase price.
   These acquisitions have been accounted for as purchases and, accordingly, 
   the results of their operations have been included in the Company's 
   financial statements from their respective dates of acquisition.  Pro 
   forma results of operations are not presented as the amounts do not differ
   significantly from historical Company results.

   5.   Shareholders' Investment

        In March 1996, the Company completed an initial public offering in
   which it issued 3,532,500 shares of Common Stock at a price of $11.50 per
   share resulting in net proceeds to the Company of approximately
   $37,230,000 after deduction of underwriting discounts and commissions and
   other offering expenses. 

        A one-for-two reverse stock split declared by the Company's Board of
   Directors became effective on March 7, 1996, the effective date of the
   initial public offering of the Company's Common Stock.

        Pursuant to the Series A Convertible Preferred Stock Purchase
   Agreement, the Series A Preferred Stock holders exercised their rights to
   convert their preferred stock into 3,317,890 shares of Common Stock at the
   time of the offering.  Upon the conversion, all cumulative dividends in
   connection with the Preferred Stock were defeased.

        On March 8, 1996, the Company granted employees incentive stock
   options exercisable for 135,000 shares of Common Stock at an $11.50 per
   share exercise price.  These options generally become exercisable 25%
   after one year and an additional 6.25% for each quarter thereafter.  The
   Company also granted non-qualified stock options to independent directors
   serving on the Company's Board of Directors exercisable for a total of
   40,000 shares of Common Stock at an $11.50 per share exercise price. 
   These options vest ratably over an approximate three-year period. 

   6.   Commitments and Contingencies

        In January 1994, two of the Company's subsidiaries were named by the
   Wisconsin Department of Natural Resources (WDNR) as potentially
   responsible parties (PRPs) as a result of their use of a closed landfill. 
   The closed landfill has been identified by the WDNR to have caused
   groundwater contamination, including the contamination or potential
   contamination of local drinking water wells.  The Company's subsidiaries,
   along with most of the other PRPs, have agreed to a settlement with the
   WDNR, subject to approval by the federal district court. In addition, the
   subsidiaries were named as defendants in a suit commenced in state court
   by a group of residents living in the vicinity of the landfill which suit
   alleged that private drinking water wells have been contaminated by the
   release of pollutants from the site. The subsidiaries and most of the
   other defendants in the private party lawsuit have agreed to the terms of
   a settlement with the plaintiffs which is subject to approval by the state
   court.  The settlements with the WDNR and the plaintiffs in the private
   lawsuit resolve  the subsidiaries' liability relating to the site.  The
   subsidiaries' general liability insurance carriers which provided coverage
   during the relevant periods and the former shareholders of the
   subsidiaries have agreed to pay the full amount of the subsidiaries' share
   of the settlement.

        In connection with an acquisition in March 1993, the Company was
   required to accept the transfer of an adjacent closed landfill that is
   listed on the National Priorities List (NPL).  A remedial investigation
   performed by the PRPs (including the Company) determined the scope and
   nature of the contamination at the site and the PRPs submitted a
   feasibility study to the Environmental Protection Agency and WDNR which
   described the alternatives for remediating the associated groundwater
   contamination.  The WDNR formally approved the remedial alternative
   recommended by the PRPs which calls for the installation of two to four
   additional gas extraction wells (which would be connected to the existing
   gas extraction system at the site) and continued groundwater monitoring. 
   As of September 30, 1996, the estimated one-time capital costs for the
   additional extraction wells was $107,000, together with estimated annual
   operating, maintenance and monitoring costs for the new extraction wells,
   the landfill cap, the existing gas extraction system and groundwater
   monitoring system of $90,000.  The operating duration of the proposed
   remediation is uncertain, but could be 30 years or longer.  In December
   1995, the Company entered into a settlement agreement with certain of the
   PRPs which allocates the costs of the remediation, monitoring and long-
   term care. Under the settlement agreement, the generator PRPs agreed to
   contribute approximately 43% of future costs for remedial action and the
   annual operating, maintenance and monitoring costs related to the site. 
   Additional generator PRPs may join in the settlement agreement, which
   would further reduce the share of costs allocated to the Company and the
   former owners of the closed landfill.  The seller has agreed to indemnify
   the Company up to $2.8 million for any site liabilities, including the
   annual costs of operating, maintaining and monitoring the closed landfill
   and any costs the Company may incur as a PRP.  The seller's potential
   indemnification obligation is collateralized currently by 248,552 shares
   of the Company's Common Stock held in escrow.  The $2.8 million
   recoverable from the seller is included in other assets.  The Company has
   established reserves which it believes are adequate to cover the estimate
   of identified potential remediation costs.

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

   <PAGE>

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

   Special Note Regarding Forward-Looking Statements

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

   General

        Superior provides solid waste collection, transfer, recycling and
   disposal services to customers primarily in Wisconsin and also in parts of
   Minnesota, Illinois, Iowa, Michigan and Missouri.  The Company also
   provides other integrated waste services, most of which are project-based
   and many of which provide additional waste volumes to the Company's
   landfills and recycling facilities.  As of September 30, 1996, solid waste
   operations consisted of seven Company-owned solid waste landfills, three
   managed third party landfills, 22 solid waste collection operations, ten
   recycling facilities and seven 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   Nine Months Ended
                                        September 30        September 30       
                                     1995      1996       1995      1996
   Collection                         47%       44%        48%       46%
   Disposal                           15%       22%        15%       21%
   Recycling                          15%       12%        16%       13%
   Other integrated waste services    23%       22%        21%       20%
                                     ----      ----       ----      ----
                                     100%      100%       100%      100%
                                     ====      ====       ====      ====

   Results of Operations

   Overview

        Revenues in the 1996 third quarter of $29.7 million increased 18.5%
   over the comparable period in the prior year.  Income from continuing
   operations increased 49.1% to $4.0 million in the third quarter of 1996, 
   while earnings per share from continuing operations increased 20% to $0.24
   compared to $0.20 reported for the same period in the prior year.  The
   weighted average number of common and common equivalent shares outstanding
   were 17.1 million for the three months ended September 30, 1996 and 13.4
   million for the three months ended September 30, 1995.  The increase was
   primarily the result of the initial public offering completed in March
   1996 which increased outstanding shares by 3.5 million.

        For the first nine months of 1996, revenues increased 13.6% to $78.6
   million compared to $69.2 million for the same period in the prior year
   due primarily to increased volumes of waste received at the Company's
   landfills.  Net income from continuing operations increased 35.1% to $8.4
   million in the first nine months of 1996 from $6.2 million in the first
   nine months of 1995.  Earnings per share from continuing operations
   increased 13% to $0.52 for the first nine months of 1996 from $0.46 per
   share for the same period in 1995.  The weighted average number of common
   and common equivalent shares outstanding were 16.1 million for the nine
   months ended September 30, 1996 and 13.5 million for the nine months ended
   September 30, 1995.  The increase was primarily the result of the initial
   public offering completed in March 1996 which increased outstanding shares
   by 3.5 million.

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

                                     Three months           Nine months
                                     ended Sept. 30,      ended Sept. 30,
                                     1995      1996        1995     1996
   Revenues                         100.0%    100.0%      100.0%   100.0%
   Cost of operations                50.7      50.1        52.4     52.1
   Selling, general and 
    administrative expenses          15.5      14.7        16.0     15.8
   Depreciation and amortization     13.3      13.0        13.5     14.2
                                     ----      ----        ----     ----
   Operating income from 
    continuing operations            20.5      22.3        18.0     17.9
   Interest expense                   2.5       0.2         3.3      0.7
   Other (income) expense            (0.3)     (1.0)       (0.7)    (1.0)
                                     ----      ----        ----     ----
   Income from continuing 
    operations before 
    income taxes                     18.3      23.1        15.4     18.2
   Income taxes                       7.5       9.5         6.4      7.5
                                     ----      ----        ----     ----
   Income from continuing 
    operations                       10.8%     13.6%        9.0%    10.7%
                                     =====     =====        ====    =====

   Revenues

        Revenues increased approximately $4.6 million, or 18.5% and $9.4
   million, or 13.6%, for the three- and nine-month periods, respectively,
   ended September 30, 1996 compared with the same periods in 1995. These
   increases for each 1996 period were primarily due to 47.3% and 58.6%
   respective increases in volumes of wastes collected and disposed at the
   Company's landfills.  Revenues for each 1996 period compared to the same
   periods in 1995 increased $1.4 million and $3.2 million, respectively,
   from the impact of businesses acquired.  These increases were achieved
   despite respective decreases of $1.2 million and $3.7 million in revenues
   from recyclable waste paper sales for the 1996 three- and nine-month
   periods compared to the same periods in 1995.  Daily disposal volume at
   the Company's landfills rose to an average of more than 7,100 tons per day
   in the 1996 third quarter compared to an average of 4,800 tons per day in
   the corresponding period last year.  The higher landfill volume was the
   result of increased volumes received from a disposal contract for a
   customer's Milwaukee collection operations, increased third party disposal
   volume, increased volumes of special waste streams from the Company's
   project-driven other integrated waste services and higher solid waste
   volumes from collection operations.

        The $1.2 million decrease in revenues in the third quarter of 1996
   from sales of recyclable waste paper products was comprised of an over
   $1.6 million decrease in recycling revenues resulting from an 72% decline
   in prices received for these products compared to the third quarter of
   1995, partially offset by a 25% increase in volumes of recyclable waste
   paper products processed and sold in the 1996 third quarter compared to
   the prior year period.  The approximately $3.7 million decrease in
   revenues in the first nine months of 1996 from sales of recyclable waste
   paper products was comprised of an over $5.4 million decrease in recycling
   revenues resulting from a 73% decline in prices received for these
   products in the first nine months of 1996 compared to the first nine
   months of 1995, partially offset by a 30% increase in volumes of
   recyclable waste paper products processed and sold compared to the same
   period in 1995.  The resale prices of, and demand for, recyclable waste
   products, particularly wastepaper, can be volatile and subject to changing
   market conditions.  The Company believes that the adverse effects of the
   significant decline in recyclable waste paper products may mitigate in the
   1996 fourth quarter since average resale prices had declined to levels
   similar to current resale prices by November 1995.  The Company's
   recycling operations remained profitable during the third quarter of 1996
   due to the Company's floor-pricing arrangement with a national paper
   company coupled with the cost effectiveness of the Company's processing
   facilities and fees received for providing recyclable waste collection
   services to its customers.

        As of the date of this report, the Company has acquired businesses
   with expected annualized revenues of approximately $19 million during the
   course of 1996, approximately $15 million of which was consummated during
   the third and early fourth quarters of 1996.  The Company expects its
   revenues and income from operations to increase in comparison to those
   reported historically as a result of the consummation of these
   transactions.

   Cost of Operations

        Cost of operations increased $2.2 million, or 17.0% and $4.7 million,
   or 12.8%, for the three- and nine-month periods ended September 30, 1996,
   respectively, compared to the same periods in 1995.  As a percentage of
   revenues, cost of operations remained relatively constant between the
   comparable periods.  The increase in the dollar amount of cost of
   operations was primarily attributable to the costs of collecting and
   disposing of the increased volumes of wastes received from additional
   products and services provided to new customers, including the operation
   of the new businesses acquired after September 30, 1995 and January 1,
   1995, respectively.

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

        SG&A increased $477,000, or 12.3% and $1.3 million, or 12.1%, for the
   three- and nine-month periods ended September 30, 1996, respectively,
   compared to the same periods in 1995.  As a percentage of revenues, SG&A
   decreased to 14.7% from 15.5% in the third quarter of 1996 compared to the
   third quarter of 1995 and to 15.8% from 16.0% in the first nine months of
   1996 compared to the first nine months of 1995.  While SG&A decreased as a
   percentage of revenues, the actual dollars increased primarily due to
   increased costs for personnel necessary to support the Company's
   acquisition program and to service new customers, including those
   associated with the businesses acquired.

   Depreciation and Amortization

        Depreciation and amortization increased $515,000, or 15.4% and $1.8
   million, or 19.6%, for the three- and nine-month periods ended September
   30, 1996, respectively, compared to the same periods in 1995, primarily as
   a result of increased landfill depletion costs and increased depreciation
   costs of the additional assets and businesses acquired.  As a percentage
   of revenues, depreciation and amortization decreased to 13.0% from 13.3%
   in the third quarter of 1996 compared to the third quarter of 1995 due to
   lower depletion costs at one of the landfills.  The depletion costs were
   lower as additional disposal capacity was gained at one of the Company's
   landfills as a result of additional settlement and recompaction of the
   waste in a portion of the site.  Depreciation and amortization increased
   to 14.2% from 13.5% in the first nine months of 1996 compared to the first 
   nine months of 1995 reflecting the increase in disposal revenue as a
   percentage of total revenue which resulted in additional depletion costs,
   and also the depreciation of the additional assets of businesses acquired.

   Interest Expense

        Interest expense decreased $568,000, or 89.2%, and $1.7 million, or
   76.5%, for the three- and nine-month periods ended September 30, 1996,
   respectively, compared to the same periods in 1995.  The reduction in
   interest expense was due primarily to the reduction in debt resulting from
   the application of a portion of the net proceeds from the Company's March
   1996 initial public offering to repay indebtedness.  Additionally, the
   Company benefitted from a lower overall interest rate on outstanding
   borrowings in 1996 as a result of the successful renegotiation of its
   revolving credit agreement in December 1995.

   Income Taxes

        The Company's effective tax rate remained fairly constant at 41.2% in
   the three months ended September 30, 1996 compared to 41.1% in the three
   months ended September 30, 1995. The Company's effective tax rate
   decreased to 41.2% for the first nine months of 1996 compared to 41.4% in
   the first nine months of 1995.  The decrease was primarily the result of
   increased earnings which reduced the impact of the non-deductible
   amortization of intangibles related to businesses acquired.

   Liquidity and Capital Resources

        In March 1996, the Company completed an initial public offering in
   which it issued 3,532,500 shares of Common Stock at a price of $11.50 per
   share.  The $37.2 million of net proceeds to the Company from this
   offering after deduction of underwriting discounts and commissions and
   other offering expenses were used to reduce outstanding debt by $17.1
   million.  The remainder of the net proceeds has been and will continue to
   be used for potential future acquisitions, capital expenditures and
   working capital.  The Company's balance sheet at September 30, 1996
   reflected approximately $13.1 million in cash and cash equivalents
   compared to $1.4 million at December 31, 1995.  Pending specific
   application, the Company has invested the unused net proceeds in
   short-term interest bearing securities.

        At September 30, 1996, the Company had approximately $4.1 million of
   long-term and short-term borrowings outstanding and approximately $2.3
   million in letters of credit.  At September 30, 1996, the ratio of the
   Company's long-term debt to total capitalization was 2% compared to 28.3%
   at December 31, 1995.  The reduction was attributable to the use of the
   net proceeds from the March 1996 public offering and net cash flow from
   operations applied to further reduce outstanding indebtedness.

        Superior's principal strategy for future growth is through the
   acquisition of additional solid waste disposal and collection operations. 
   During 1996, the Company acquired eight solid waste businesses.  The
   Company also acquired the remaining 50% equity interest in a joint venture
   owned by a subsidiary of the Company.  Consideration for these
   acquisitions was $13.6 million in cash, $3.2 million in future payments or
   notes payable, and 15,015 shares of Common Stock.  Although there can be
   no assurance that the Company will be able to complete successfully any
   acquisitions, the Company intends to fund any such future acquisitions
   through the use of cash, capital stock, assumption of indebtedness, future
   royalties and/or contingent payments.  The cash required to fund any
   future acquisitions in 1996 will likely be provided from one or more of
   the following sources:  remaining proceeds from the Company's initial
   public stock offering, cash flow from operations  and/or borrowings under
   the Company's $50 million revolving credit facility (substantially all of
   which was currently available at September 30, 1996).

        Capital expenditures for the nine months ended September 30, 1996
   were $12.6 million compared to $7.2 million for the nine months ended
   September 30, 1995 primarily due to increased spending for landfill
   expansions.  Capital expenditures for the fourth quarter of 1996 are
   currently expected to be approximately $1.0 million.  The Company intends
   to fund its remaining planned 1996 capital expenditures principally
   through internally generated funds and, to a lesser extent, equipment
   lease financing.  In addition, the Company also anticipates that it may
   require substantial additional capital expenditures to facilitate its
   growth strategy of acquiring additional solid waste collection and
   disposal businesses.  If the Company is successful in acquiring additional
   landfill disposal facilities, the Company may also be required to make
   significant expenditures to bring any such newly acquired disposal
   facilities into compliance with applicable regulatory requirements, obtain
   permits for any such newly acquired disposal facilities or expand the
   available disposal capacity at any such newly acquired disposal
   facilities.  The amount of these expenditures cannot be currently
   determined, since they will depend on the nature and extent of any
   acquired landfill disposal facilities, the condition of any facilities
   acquired and the permitting status of any acquired sites.  In the past,
   the Company has been able to obtain other types of financing arrangements,
   such as equipment lease financing, to fund its various capital
   requirements.  The Company believes it can readily access such additional
   sources of financing as necessary to facilitate the Company's growth.

        Net cash provided by operations for the nine months ended September
   30, 1996 increased to $21.4 million from $17.2 million in the nine months
   ended September 30, 1995.  The increase was primarily due to the $2.3
   million increase in net income as well as the increase in depreciation and
   amortization of $1.8 million between 1995 and 1996.

        Net cash used in investing activities for the nine months ended
   September 30, 1996 increased to $25.9 million from $5.0 million for the
   nine months ended September 30, 1995.  The increase was primarily due to
   $13.4 million of net cash payments for businesses acquired in the first
   nine months of 1996 compared to $1.6 million in the first nine months of
   1995.  Purchases of property and equipment increased $5.4 million to $12.6
   million for the nine months ended September 30, 1996.  The comparable
   period increase was also due to the absence in the fiscal 1996 nine-month
   period of $3.5 million proceeds from the 1995 sale of assets of
   discontinued operations.  Proceeds from the sale of assets of discontinued
   operations in the first nine months of 1996 were $562,000.

        Net cash provided by financing activities in the nine  months ended
   September 30, 1996 totaled $16.3 million, compared to net cash used in
   financing activities of $13.5 million in the nine months ended September
   30, 1995.  This increase reflected the receipt of $37.2 million in net
   proceeds from the initial public offering of the Company's stock in March
   1996, a significant portion of which was used to reduce the Company's
   outstanding debt.

   Seasonality

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

   <PAGE>

                                     PART II


   Item 6.   Exhibits and Reports on Form 8-K 

             (a)  Exhibits:

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

             (b)  No reports on Form 8-K were filed during the quarter ended
                  September 30,  1996.

   <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.


   Date   November 14, 1996      By: /s/ George K. Farr            
                                         George K. Farr
                                         Chief Financial Officer

   <PAGE>
                             SUPERIOR SERVICES, INC.
                                  EXHIBIT INDEX
                               Third Quarter 1996


   Exhibit Number      Exhibit Description

   27                  Financial Data Schedule