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

                                    FORM 10-Q

   (Mark One)

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

        For the quarterly period ended March 31, 1998

                                       OR

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

        For the transition period from ____________ to _____________

        Commission File Number   0-27508  

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


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

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

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

        Indicate by check mark whether the registrant (1) has filed all
   reports required to be filed by Section 13 or 15(d) of the Securities and
   Exchange Act of 1934 during the preceding 12 months (or for such shorter
   period that the registrant was required to file such reports), and (2) has
   been subject to such filing requirements for the past 90 days.
        Yes__X__  No_____

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

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

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

        The number of shares of Common Stock of the registrant, par value
   $.01 per share, outstanding on May 5, 1998 was 26,718,494.

   <PAGE>
                             SUPERIOR SERVICES, INC.
                                 FORM 10-Q INDEX
                      For the Quarter Ended March 31, 1998

                                                               Page Number
   PART I. FINANCIAL INFORMATION

        Item 1.Financial Statements

             Condensed Consolidated Balance Sheets   . . . . .     3

             Condensed Consolidated Statements of Income   . .     4

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

             Condensed Consolidated Statements of Cash Flows       6

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

        Item 2. Management's Discussion and Analysis
             of Financial Condition and 
             Results of Operations   . . . . . . . . . . . . . 12-17

   PART II. OTHER INFORMATION

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

        Item 5.  Other Matters . . . . . . . . . . . . . . . .    18

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

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

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

                                                      December 31,  March 31,
                                                          1997         1998
                                                       (Restated)
    ASSETS
      Current assets:
        Cash and cash equivalents                        $42,684     $27,829
        Trade accounts receivable                         36,054      34,736
        Prepaid expenses and other current assets          5,899       4,613
                                                        --------    --------
      Total current assets                                84,637      67,178

        Property and equipment, net                      221,346     226,876
        Restricted funds held in trust                     7,714       8,163
        Other assets                                       4,387       3,663
        Intangible assets, net                            64,516      75,867
                                                        --------    --------
        Total assets                                    $382,600    $381,747
                                                        ========    ========
    LIABILITIES AND SHAREHOLDERS' INVESTMENT
      Current liabilities:
        Current maturities of long-term debt              $4,129      $1,800
        Trade accounts payable                            11,047      12,164
        Accrued payroll and related expenses               4,769       3,724
        Other accrued expenses                            21,191      16,820
                                                        --------    --------
      Total current liabilities                           41,136      34,508

      Long-term debt, net of current maturities            7,188       4,359
      Disposal site closure and long-term
      care obligations                                    41,281      42,213
      Deferred income taxes                               18,067      19,101
      Other liabilities                                   13,606      12,022

      Commitments and Contingencies
      Shareholders' investment:
        Common stock                                         263         267
        Additional paid-in capital                       216,694     221,668
        Retained earnings                                 44,365      47,609
                                                        --------    --------
      Total shareholders' investment                     261,322     269,544
                                                        --------    --------
      Total liabilities and shareholders'
      investment                                        $382,600    $381,747
                                                        ========    ========

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

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

                                                Three Months Ended March 31,
                                                     1997             1998
                                                  (Restated)
    Revenues                                       $33,900          $51,753 
    Expenses:
      Cost of operations                            18,073           28,709 
      Selling general and administrative costs       6,172            7,388 
      Merger costs                                      --            1,493 
      Depreciation and amortization expenses         4,965            7,474 
                                                    ------           ------
                                                    29,210           45,064 
                                                    ------           ------
    Operating income                                 4,690            6,689 

    Other income (expense):
      Interest expense                                (332)            (411)
      Other income                                     298              393 
                                                    ------           ------

    Income before income taxes                       4,656            6,671 
    Provision for income taxes                       1,710            3,476 
                                                    ------           ------

    Net income                                      $2,946           $3,195 
                                                    ======           ======

    Earnings per share - basic and diluted           $0.14            $0.12 
                                                    ======           ======
    Pro forma adjustments (note 3):
      Net income, as reported                       $2,946           $3,195 
                                                    ------           ------
      Adjustment for income taxes                     (204)             384 
                                                    ------           ------
      Net income                                    $2,742           $3,579 
                                                    ======           ======
      Earnings per share as adjusted
        - basic and diluted                          $0.13            $0.13 
                                                    ======           ======

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

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

                       Common             Additional
                        Stock             Paid-In     Retained
                       Shares    Amount   Capital     Earnings      Total
    Balance at
     December 31,
     1997, as
     previously
     reported        24,071,932   $241    $216,309    $42,859     $259,409 

    Shares issued
     for pooling of  
     interests        2,161,526     22         385      1,506        1,913 
                     ----------   ----    --------    -------     --------
    Balance at
     December 31,
     1997, as
     restated        26,233,458    263     216,694     44,365      261,322 

    Net Income                -      -           -      3,195        3,195

    Issuance of
    common stock:

      Exercise of
      stock options     187,672      2       1,397          -        1,399 

      Acquisitions      294,873      2       3,989        339        4,330 

      Subchapter S
      distributions
      to former
      shareholders            -      -        (407)      (295)        (702)
                     ----------   ----    --------    -------     --------
    Balance at
     March 31, 1998  26,716,003   $267    $221,673    $47,604     $269,544 
                     ==========   ====    ========    =======     ========

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

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

                                                       For the three months
                                                          ended March 31,
                                                           1997       1998
                                                       (Restated)
    OPERATING ACTIVITIES
    Net income                                            $2,946     $3,195 
    Adjustments to reconcile net income to
     net cash provided by operating activities:
      Depreciation and amortization                        4,965      7,474 
      Deferred income taxes                                 (232)     1,034 
      Gain on sale of assets                                   3         48 
      Changes in operating assets and 
       liabilities, net of effects of 
       acquired businesses:
        Accounts receivable                                2,298      1,922 
        Prepaid expenses and other current assets           (735)       733 
        Accounts payable and accrued expenses             (5,410)    (4,876)
        Disposal site closure and long-term 
         care obligation                                     849        932 
        Other                                                942        (26)
                                                         -------    -------
    Net cash provided by operating activities              5,626     10,436 

    INVESTING ACTIVITIES
    Acquisition of businesses, net of cash acquired       (2,126)   (12,831)
    Purchases of property and equipment                   (4,688)    (7,707)
    Proceeds from sale of property and equipment             420        165 
    Increase in restricted funds held in trust               (59)      (449)
                                                         -------    -------
    Net cash used in investing activities                 (6,453)   (20,822)

    FINANCING ACTIVITIES
    Proceeds from long-term debt                             369         15 
    Payments of long-term debt                            (1,065)    (5,181)
    Issuance of common stock                               4,989      1,399 
    Subchapter S distributions to former shareholders       (440)      (702)
                                                         -------    -------
    Net cash provided by (used in) financing
    activities                                             3,853     (4,469)
                                                         -------    -------
    Net increase (decrease) in cash and cash
     equivalents                                           3,026    (14,855)
    Cash and cash equivalents at beginning of period      18,992     42,684 
                                                         -------    -------
    Cash and cash equivalents at end of period           $22,018    $27,829 
                                                         =======    =======

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

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

   1.   Organization and Basis of Presentation

        Superior Services, Inc. ("Superior" or the "Company") is an
   integrated waste management services company providing a range of
   collection, transfer, transportation, disposal and recycling services to
   generators of solid waste and special waste.  The condensed consolidated
   financial statement included herein have been prepared by the Company
   without audit, pursuant to the rules and regulations of the Securities and
   Exchange Commission (the "SEC").  As applicable under such regulations,
   certain information and footnote disclosures normally included in
   financial statements prepared in accordance with generally accepted
   accounting principles have been condensed or omitted.  The Company
   believes that the presentations and disclosures in the financial
   statements included herein are adequate to make the information not
   misleading.  The financial statements reflect all elimination entries and
   normal adjustments which are necessary for a fair statement of the results
   for the interim periods presented.  The Company has also restated the
   previously issued financial statements for the three months ended
   March 31, 1997 and the consolidated balance sheet presented as of
   December 31, 1997 to reflect the acquisition of Alabama Waste Systems,
   Inc. and Acmar Regional Landfill, Inc. (collectively "AWS") completed on
   March 31, 1998 and accounted for using the pooling of interests method. 
   Prior to the merger, AWS had elected "S" Corporation status for income tax
   purposes.  As a result of the merger, AWS terminated its "S" Corporation
   election.  Pro forma provisions for income taxes are presented for the
   three months ended March 31, 1997 and 1998 and have been computed as if
   AWS had been a "C" Corporation during the periods presented. 

        Operating results for interim periods are not necessarily indicative
   of the results for full years and 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, 1997 and the related notes thereto (the
   "Financial Statements") included in the Company's Form 10-K for the year
   ended December 31, 1997.

        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 1997 financial statements to
   conform to the 1998 presentation.

   2.   Significant Accounting Policies and Use of Estimates

        There have been no significant additions to or changes in accounting
   policies of the Company since December 31, 1997.  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, 1997.

        As of January 1, 1998, the Company adopted Statement of Financial
   Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." 
   SFAS No. 130 establishes new rules for the reporting and display of
   comprehensive income and its components; however, the adoption of this
   Statement had no impact on the Company's net income or shareholders'
   investment.  SFAS No. 130 requires unrealized gains or losses on the
   Company's available-for-sale securities and foreign currency translation
   adjustments to be included in other comprehensive income.  The Company has
   no such transactions which would be accounted for as part of comprehensive
   income.

        The Company adopted SFAS No. 131, "Disclosures about Segments of an
   Enterprise and Related Information," effective January 1, 1998.  SFAS No.
   131 establishes standards for the way that public business enterprises
   report information about operating segments in annual financial statements
   and requires that those enterprises report selected information about
   operation segments in interim financial reports.  Adoption of SFAS No. 131
   has had no effect on the Company's reported segments.

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

   3.   Acquisitions

        In the first three months of 1998, the Company acquired ten
   businesses which were accounted for as purchases.  Aggregate consideration
   for these acquisitions was approximately $11.9 million in cash and 115,474
   shares of Common Stock issued under the Company's Form S-4 Acquisition
   Shelf Registration Statement.  These acquisitions have been accounted for
   as purchases and, accordingly, the results of their operations have been
   included in the Company's financial statements from their respective dates
   of acquisition.

        During the first three months of 1998, 29,399 shares of Common Stock
   were issued under the Company's Form S-4 Acquisition Shelf Registration
   Statement, and approximately $946,000 of cash was paid in settlement of
   final valuation computations on certain acquisitions which occurred in
   1997.

        The Company completed its mergers with TWR, Inc. ("TWR") and AWS on
   March 1, 1998 and March 31, respectively.  The TWR and AWS mergers were
   accounted for as pooling of interests pursuant to which the Company issued
   150,000 and 2,161,526 shares of Common Stock, respectively, under the
   Company's Form S-4 Registration Statement.  The Company incurred
   nonrecurring merger costs of approximately $1.5 million during the first
   quarter of 1998 as a result of the mergers with TWR and AWS.  The merger
   costs incurred in connection with the mergers with TWR and AWS were
   $1,236,000 net of tax (approximately $0.04 per share).  The merger costs
   included severance and bonuses, professional fees, and other merger
   related costs.  As of March 31, 1998, $1.2 million had been accrued for
   merger costs expected to be paid by the end of 1998.  Included in the
   provision for income taxes for the three months ended March 31, 1998 is
   $771,000 related to the cumulative deferred tax provision associated with
   the AWS conversion from a "S" Corporation to a "C" Corporation in
   connection with their merger with the Company.  Periods prior to 1998 have
   not been restated to include the accounts and operations of TWR as
   combined results are not materially different from the results as
   previously presented.  Combined and separate results of operation of the
   Company prior to completion of the merger with AWS for the three months
   ended March 31, 1997, as restated, are as follows (in thousands, except
   per share amounts):

                                               Superior  AWS/Acmar  Combined

    Three months ended March 31, 1997
    (unaudited):
    Revenue                                      $30,683    $3,217   $33,900
    Income before income taxes                     4,146       510     4,656
    Net income                                     2,436       510     2,946
    Earnings per share - basic and diluted         $0.13               $0.14

        The unaudited pro forma results of operations below assume that 1997
   and 1998 acquisitions accounted for as purchases occurred at the beginning
   of 1997.  In addition to combining the historical results of all such
   acquired entities, the pro forma calculations include adjustments for
   amortization of various intangibles acquired in conjunction with the
   acquisitions.  However, no adjustments have been reflected for
   nonrecurring expenses as a result of the acquisition of the entities.

                                         Three Months Ended March 31,
                                                  1997     1998
    Total net revenue                          $51,298  $53,744
    Net income                                   3,564    3,212
    Earnings per share - basic                   $0.17    $0.12
    Earnings per share - diluted                 $0.16    $0.12

        The pro forma financial information does not purport to be indicative
   of the results which would actually have been recognized had the purchase
   transactions been completed on January 1, 1997 or which may be obtained in
   the future.

   4.   Shareholders' Investment

        On February 24, 1998, the Company granted employee stock options
   exercisable for 358,774 shares of Common Stock at an exercise price of
   either $25.875 or $28.457 per share (fair market value on grant date was
   $25.875).  The options become exercisable 25% after one year and an
   additional 6.25% for each quarter thereafter.

   5.   Earnings Per Share

        The following table sets forth the computation of basic and diluted
   earnings per share (in thousands, except share amounts).

                                                     March 31,    March 31,
                                                        1997         1998
    Numerator

    Income from continuing operations used in
    computing basic and diluted earnings per share       $2,946       $3,195
                                                     ==========   ==========
    Denominator

    Denominator for basic earnings per share -
    weighted average common shares                   21,127,700   26,447,200

    Effect of dilutive securities - employee stock
    options                                             365,100      457,500
                                                     ----------   ----------
    Denominator for diluted earnings per share -
    adjusted weighted average common shares          21,492,800   26,904,700
                                                     ==========   ==========

   6.   Commitments and Contingencies

        In connection with an acquisition in March 1993, the Company was
   required to accept the transfer of an adjacent closed landfill that is
   listed on the National Priorities List ("NPL").  A remedial investigation
   performed by the PRPs (including the Company) has determined the scope and
   nature of the contamination at the site and the PRPs have submitted a
   feasibility study to the EPA and WDNR which describes the alternatives for
   remediating the associated groundwater contamination.  The WDNR has
   formally approved the remedial alternative recommended by the PRPs which
   calls for the installation of two to four additional gas extraction wells
   (which would be connected to the existing gas extraction system at the
   site) and continued groundwater monitoring.  As of March 31, 1998, the
   estimated one-time capital cost for the additional extractions wells was
   $107,000.  Annual operating, maintenance and monitoring costs for the new
   extraction wells, the landfill cap, the existing gas extraction system and
   groundwater monitoring system are estimated as $90,000.  The operating
   duration of the proposed remediation is uncertain, but could be 30 years
   or longer.  As the duration is uncertain, the accrual was not measured on
   a discounted basis.  The Company has entered into a settlement agreement
   with certain generator PRPs which allocates the costs of the remediation. 
   Under the settlement agreement, certain of the generator PRPs agreed to
   contribute to a total of approximately 42% of future costs for remedial
   action and the annual operating, maintenance, and monitoring costs related
   to the site.  The seller and former owner of the closed landfill agreed to
   indemnify the Company up to $2.8 million for any site liabilities,
   including the annual costs of operating, maintaining and monitoring the
   closed landfill and any costs the Company may incur as a PRP.  The Company
   has been paid $482,755 by the seller.  The seller's remaining potential
   indemnification obligation was collateralized as of March 31, 1998, by
   $2,317,245 in cash held in escrow.  The $2,317,245 recoverable from the
   seller is included on the Company's balance sheet as part of "other
   assets."  On August 15, 1997, an engineer selected by the seller
   determined that the reasonable present value of the cost of a likely
   remediation plan for the closed landfill approximates $688,000.

        The Company and seller are in dispute regarding the cost of a likely
   remedial action plan.  The seller has demanded arbitration and has filed a
   declaratory judgment action in state circuit court.  The state court
   entered judgment on March 23, 1998 finding that the engineer's estimate is
   final and binding on the parties.  On April 30, 1998 the Company filed its
   notice of appeal of the lower court judgment in state appellate court.  If
   the seller's position is accepted or upheld in the pending proceedings,
   the Company may be required to return to the seller substantially all or a
   substantial portion of the current amount held in escrow.  This would
   result in a reduction of its "other asset" and the related liability
   account on its balance sheet, but would have no income statement effect. 
   Although the engineer's estimate of such potential costs was substantially
   less than the Company's current estimate, the Company believes its
   existing financial reserves, together with the amounts paid and remaining
   payable by the seller and the contribution obligations of the generator
   PRPs, are adequate to cover the currently anticipated remediation costs of
   such landfill.  As is the case with all sites on the NPL, the performance
   of the selected remedy at the closed landfill will be subject to periodic
   review by the WDNR and the EPA.  In the event the selected remedy does not
   perform adequately to meet applicable state and federal standards,
   additional remedial measures beyond those currently anticipated could be
   required by the WDNR or EPA.  Implementation of any such additional
   remedial measures may involve substantial additional costs beyond those
   currently anticipated.

        In connection with the formation of the Company in 1993 through the
   consolidation of three groups of independent waste services companies,
   certain potential environmental liabilities associated with the previously
   filled portion of the Superior Valley Meadows landfill were identified. 
   At the time of the consolidation of these companies into the Company, a
   contingent liability escrow was established to cover the then estimated
   costs of redemption and monitoring with respect to the contingent
   liabilities.  To indemnify the Company against up to $1,308,000 of these
   contingent liabilities, 130,800 shares of the Company's common stock
   otherwise issuable as part of the consolidation to the individual who was
   the principal shareholder of the prior owner of the site and who is now a
   director, executive officer and significant shareholder of the Company,
   were withheld from issuance.  In order to preserve the Company's rights
   under this indemnification arrangement prior to the February 24, 1997
   expiration date for advancing such types of indemnification claims, the
   Company formally notified the individual of the Company's claim against
   the withheld shares for the entire amount of the originally established
   liability escrow.  The Company believes that the entire amount of such
   environment 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.

        In connection with the AWS merger on March 31, 1998, a landfill was
   acquired which was subject to legal proceedings brought by the local
   municipality.  In October 1996, the municipality filed an administrative
   appeal challenging the State of Alabama Department of Environmental
   Management's (DEM) decision to issue a landfill permit modification.  An
   administrative commission appointed a judge to act as a hearing officer to
   oversee the permit appeal.  Based upon the hearing officer's
   recommendation, the administrative commission in June 1997 unanimously
   adopted the recommendation of the hearing officer that the landfill permit
   modification was properly issued.  Subsequently, the municipality filed an
   appeal of this administrative decision in state circuit court.  While the
   Company believes it will be successful in defending the appeal of this
   decision, there can be no assurance that this appeal will not be
   determined adversely to the Company.  Any such adverse decision, if
   ultimately upheld, could impact the ability of such landfill to accept any
   or certain volumes of waste and, in turn, could adversely effect the
   Company's results of operations.  Separately, the municipality in August
   1996 filed in Federal district court a citizen's suit against the landfill
   brought under provisions of the Clean Water Act and the Resource
   Conservation and Recovery Act.  The Company does not believe there is a
   basis for a claim supporting the citizen's suit.  In addition to the
   Federal claims, the municipality has alleged certain state law claims
   that, among other things, the prior owners of the landfill misrepresented
   the geology and hydrogeology of an expansion portion of the landfill,
   allegedly inducing the municipality to grant local approval for the
   expansion of the landfill.  This local approval is a prerequisite for
   issuance of the DEM solid waste permit.  Prior to the acquisition of this
   landfill, the prior owners were engaged in settlement negotiations with
   the municipality regarding these proceedings.  Since the acquisition, the
   Company has met with municipal officials and presented a settlement offer
   which the municipality currently has under consideration.  The Company
   believes that the ultimate resolution of the citizen's suit and the
   municipality's state law claims will not have a material adverse effect on
   the Company's financial condition or results of operations.

        The Company carries a range of insurance, including a commercial
   general liability policy and a property damage policy.  The Company
   maintains a limited environmental impairment liability policy on its
   landfills and transfer stations that provides coverage, on a "claims made"
   basis, against certain third party off-site environmental damage.  There
   can be no assurance that the limited environmental impairment policy will
   remain in place or provide sufficient coverage for existing, but not yet
   known, third party, off-site environmental liabilities.  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 result of operations.

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

   Special Note Regarding Forward-Looking Statements

        Certain matters discussed in this Management's Discussion and
   Analysis are "forward-looking statements" intended to qualify for the safe
   harbors from liability established by the Private Securities Litigation
   Reform Act of 1995.  These forward-looking statements can generally be
   identified as such because the context of the statement will include words
   such as the Company "believes," anticipates, "expects" or words of similar
   import.  Similarly, statements that describe the Company's future plans,
   objectives, strategies or goals are also forward-looking statements.  Such
   forward-looking statements are subject to certain risks and uncertainties
   which are described in close proximity to such statements and are also set
   forth in the Company's Form S-4 Registration Statement dated March 30,
   1998 (No. 333-48887) under the caption "Risk Factors", 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

        The Company provides solid waste collection, transfer,
   transportation, recycling and disposal services to over 530,000
   residential, commercial and industrial customers in Alabama, Illinois,
   Iowa, Michigan, Minnesota, Missouri, Ohio, Pennsylvania, West Virginia,
   and Wisconsin.  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 March
   31, 1998, solid waste operations consisted of 15 Company-owned solid waste
   landfills, four managed third party landfills, 40 solid waste collection
   operations, 15 recycling facilities and 13 solid waste transfer stations.

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

                                            Three Months Ended
                                                  March 31,
                                              1997      1998
    Collection                                 56%       60%
    Third party disposal                       20%       16%
    Recycling                                  12%       10%
    Other integrated waste services            12%       14%
                                              ----      ----
                                              100%      100%
                                              ====      ====

        The Company's strategy for future growth anticipates the recognition
   of significant revenue from acquiring additional solid waste collection
   and disposal operations as well as continued internal growth.  The Company
   acquired or merged with businesses with estimated annualized revenues of
   more than $30 million in the first three months of 1998.  The percentage
   of revenue obtained from collection services increased to 60% in the first
   three months of 1998 compared to 56% in the first three months of 1997 due
   to a greater portion of revenue being generated from collection operations
   acquired.  As it continues to acquire additional solid waste collection
   and disposal operations, the Company believes that its revenue mix will
   shift away from recycling and other integrated waste services and more
   towards solid waste collections and disposal.

        All financial data for the three month period ended March 31, 1997
   have been restated and give retroactive effect to the Company's March 31,
   1998 merger with AWS in a transaction accounted for as a pooling of
   interests.

        Prior to the AWS merger, AWS had elected "S" Corporation status for
   federal income tax purposes.  As a result of the merger, AWS's "S"
   Corporation status was terminated.  Accordingly, certain pro forma
   information is presented in the Company's Consolidated Statements of
   Income as if AWS had been a taxable entity during the periods presented.

   Results of Operations

        The information presented below reflects the pro forma net income
   exclusive of merger costs incurred in connection with the mergers with TWR
   and AWS, which were accounted for as poolings of interest.  Pro forma net
   income includes federal and state income tax provisions for 1997 and 1998
   as if AWS had been a taxable entity, and excludes the cumulative deferred
   tax provision for AWS which were Subchapter S Corporations prior to the
   merger.  
                                               Summary Financial Data
                                      (in thousands, except per share data)
                                             Three Months Ended March 31, 
                                                                            
                                            1997     Per                Per
                                       (restated)   Share    1998      Share
    Revenue                              $33,900        -  $51,753         -
    Net income                             2,946    $0.14    3,195     $0.12
    Net income, as reported               $2,946    $0.14   $3,195     $0.12
    Pro forma adjustments:
      Adjustment for income taxes           (204)       -      384         -
                                          ------    -----   ------     -----
      Pro forma net income                 2,742    $0.13    3,579     $0.13
      Merger costs, net of tax                 -        -    1,236     $0.05
                                          ------    -----   ------     -----
    Pro forma net income, exclusive of
      merger costs and cumulative
      deferred tax provisions             $2,742    $0.13   $4,815     $0.18
                                          ======    =====   ======     =====

   Overview

        Revenues in the 1998 first quarter of $51.8 million increased 52.7%
   over the comparable period in the prior year, as restated, primarily due
   to operations acquired which were accounted for under the purchase method
   of accounting.  Pro forma earnings per share, excluding one-time merger
   costs resulting from the acquisitions of TWR and AWS and excluding
   cumulative deferred tax provisions for AWS which were "S" Corporations
   prior to the merger, increased 38.5% to $0.18 per share from $0.13 per
   share for the first quarter of 1997.  The one-time merger costs and the
   cumulative deferred tax provisions totaled approximately $0.06 per share. 
   Net income, exclusive of these merger costs and the cumulative deferred
   tax provisions, increased 75.6% to $4.8 million in the 1998 first quarter
   from $2.7 million in the same period of 1997, as restated.  The weighted
   average of common and common equivalent shares outstanding was 26.9
   million for the first quarter of 1998 and 21.5 million for the first
   quarter of 1997, as restated.

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

                                             Three Months Ended March 31,
                                                      1997        1998
                                                   (restated) 

    Revenues                                         100.0%      100.0%
    Cost of operations                                53.3        55.5
    Selling, general and administrative expenses      18.2        14.3
    Merger costs                                       -           2.9
    Depreciation and amortization                     14.7        14.4
    Operating income                                  13.8        12.9
    Interest expense                                  (1.0)       (0.8)
    Other income                                       0.9         0.8
    Income before income taxes                        13.7        12.9
    Income taxes                                       5.0         6.7
    Net income                                         8.7%        6.2%
                                                       ====        ====

   Revenues

        Revenues for the 1998 first quarter compared to the 1997 first
   quarter, as restated, increased approximately $17.9 million due primarily
   to the impact of businesses acquired which were accounted for under the
   purchase method of accounting.  Revenues increased $15.4 million from the
   impact of operations acquired and accounted for under the purchase method. 
   Substantially all of the remaining increase in revenue was a result of
   internal growth.  Daily disposal volume at the Company's landfills rose to
   an average of more than 10,700 tons per day in the 1998 first quarter
   compared to an average of 6,600 tons per day in the corresponding period
   last year.  The higher landfill volume was primarily the result of seven
   landfills acquired since the first quarter of 1996, including a landfill
   owned by AWS.  As anticipated, the volumes of waste received in the 1998
   first quarter were lower than the volume received in the fourth quarter of
   1997 reflecting typical adverse winter conditions in the Upper Midwest.

        The resale prices of, and demand for, recyclable waste products,
   particularly wastepaper, can be volatile and subject to changing market
   conditions.  However, the impact of prices for recyclable waste paper had
   essentially no effect on revenues in the 1998 first quarter compared to
   the 1997 first quarter, as restated.  The Company's recycling operations
   continued to be profitable in the 1998 first quarter due to the Company's
   floor-pricing arrangement with a national paper company, coupled with the
   cost effectiveness of the Company's processing facilities and fees
   received for providing recyclable waste collection services to its
   customers.

   Cost of Operations

        Cost of operations for the three months ended March 31, 1998
   increased $10.6 million, or 58.9% to $28.7 million from $18.1 million for
   the three months ended March 31, 1997, as restated.  As a percentage of
   revenues, cost of operations increased from 53.3% in the first quarter of
   1997, as restated, to 55.5% in the first quarter of 1998.  The increase
   was due to the higher relative percentage of non-integrated collection
   business resulting in a lower overall percentage of waste collected by the
   Company which is disposed of at its own facilities and due to the higher
   relative percentage of business from collection operations and other
   integrated waste services (which have higher costs of operations than
   disposal operations).  Changes in this trend are dependent on the timing
   and mix of potential future business acquisitions, the timing of the
   opening of its landfill project under development in Wisconsin and the
   seasonality of the Company's operations.  See "Seasonality."  The increase
   in the dollar amount of cost of operations was primarily attributable to
   the costs of collecting and disposing of the increased volumes of wastes
   received from services provided to new customers, including the operation
   of the new businesses acquired.

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

        SG&A increased $1.2 million, or 19.7%, to $7.4 million for the three-
   month period ended March 31, 1998 from $6.2 million for the three-month
   period ended March 31, 1997, as restated.  As a percentage of revenues,
   SG&A decreased from 18.2% to 14.3% in the 1998 first quarter primarily due
   to the significant increase in revenues acquired without a need to
   correspondingly increase SG&A support functions, particularly at the home
   office.  This trend is expected to continue in the near term due to the
   impact of spreading relatively fixed corporate SG&A costs over a larger
   revenue base as the Company continues to pursue its acquisition growth
   strategy and also attempts to implement further SG&A efficiencies.  While
   SG&A decreased as a percentage of revenues, the actual dollars increased
   primarily due to increased costs for personnel necessary to service new
   customers, including those associated with the business acquired.

   Merger Costs

        The Company incurred nonrecurring merger costs of approximately $1.5
   million during the first quarter of 1998 as a result of the merger
   completed with TWR and AWS March 1, 1998 and March 31, respectively.  The
   one-time merger costs included severance and bonuses, professional fees
   and other related merger costs.  As of March 31, 1998, $1.2 million had
   been accrued for merger related costs expected to be paid by the end of
   1998.

   Depreciation and Amortization

        Depreciation and amortization increased $2.5 million, or 50.5%, to
   $7.5 million for the three-month period ended March 31, 1998 from $5.0
   million in the three-month period ended March 31, 1997, as restated,
   primarily as a result of increased depreciation costs of the additional
   assets and businesses acquired.

   Interest Expense

        Interest expense increased $79,000, or 23.8%, to $411,000 from
   $332,000 in the three-month period ended March 31, 1998 compared to the
   three-month period ended March 31, 1997, as restated primarily as a result
   of debt assumed in connection with its acquisition activity.

   Income Tax Expense

        The Company's effective tax rate, as restated, increased from 36.7%
   for the three months ended March 31, 1997 to 52.1% for the three-month
   period ended March 31, 1998.  The increase is due to the $771,000
   cumulative deferred tax provision recognized in 1998 associated with the
   AWS conversion from a subchapter S corporation to a taxable entity.  As a
   Subchapter "S" Corporation prior to the merger, payment of AWS' income
   taxes were the responsibility of its former stockholders.

   Liquidity and Capital Resources

        The Company's balance sheet at March 31, 1998 reflected approximately
   $27.8 million in cash and cash equivalents compared to $42.7 million at
   December 31, 1997.  Pending specific application, the Company has invested
   its excess cash in short-term interest bearing securities.

        At March 31, 1998, the Company had no outstanding borrowings, and
   approximately $2.4 million in letters of credit outstanding, under its
   $110 million revolving credit facility.  Substantially all of the $110
   million facility was available at March 31, 1998.  Outstanding long-term
   indebtedness at March 31, 1998 consisted primarily of equipment loan
   facilities.  At March 31, 1998, the ratio of the Company's long-term debt
   to total capitalization ratio was 1.6% compared to 2.7% at December 31,
   1997, as restated.  This reduction was attributable to net cash flow from
   operations applied to reduce outstanding indebtedness.

        The Company's principal strategy for future growth is through the
   acquisition of additional solid waste disposal, transfer and collection
   operations.  Although there can be no assurance that the Company will be
   able to complete successfully any such acquisitions, the Company intends
   to fund any such future acquisitions in 1998 through the use of cash,
   capital stock, assumption of indebtedness, future royalties, and/or
   contingent payments.  The cash required to fund any future acquisitions
   will likely be provided from one or more of the following sources:
   existing cash balances, cash flow from operations and/or borrowings under
   the Company's revolving credit facility.  The Company is currently
   negotiating an increase in the size of its revolving credit facility.

        Capital expenditures for the three months ended March 31, 1998 were
   $7.7 million compared to $4.7 million for the three months ended March 31,
   1997, as restated, primarily due to equipment purchases at collection
   companies acquired since March 31, 1997.  Capital expenditures for 1998
   are currently expected to be approximately $44 million compared to $30.5
   million in 1997, as restated.  These amounts are primarily allocated to
   continued spending for landfill expansions.  The Company intends to fund
   future capital expenditures principally through internally generated funds
   and, to a lesser extent, equipment lease financing.  In addition, as
   described above, the Company also anticipates that it may require
   substantial additional capital expenditures to facilitate its growth
   strategy of acquiring additional solid waste collection and disposal
   businesses.  If the Company is successful in acquiring additional solid
   waste collection and disposal facilities, the Company may also be required
   to make significant expenditures to bring any such newly acquired disposal
   facilities into compliance with applicable regulatory requirements, obtain
   permits for any such newly acquired disposal facilities or expand the
   available disposal capacity at any such newly acquired disposal
   facilities.  The amount of these expenditures cannot be currently
   determined, since they will depend on the nature and extent of any
   acquired landfill disposal facilities, the condition of any facilities
   acquired and the permitting status of any acquired sites.  In the past,
   the Company has been able to obtain other types of financing arrangements,
   such as equipment lease financing, to fund its various capital
   requirements.  The Company believes it can readily access such additional
   sources of financing as necessary to facilitate the Company's growth.

        Net cash provided by operations increased to $10.4 million for the
   three months ended March 31, 1998 from $5.6 million in the three months
   ended March 31, 1997, as restated.  The increase was primarily due to an
   increase in depreciation and amortization, a non-cash expense.  The
   decrease in prepaid and other current assets of $1.5 million provided
   additional cash as did the increase in the deferred tax liability of $1.3
   million.

        Net cash used in investing activities for the three months ended
   March 31, 1998 increased to $20.8 million from $6.5 million in the three
   months ended March 31, 1997, as restated.  The increase was primarily due
   to $12.8 million of cash payments for businesses acquired and the increase
   in purchases of property and equipment described above.

        Net cash used in financing activities in the three months ended March
   31, 1998 totaled $4.5 million, compared to net cash provided by financing
   activities of $3.9 million in the three months ended March 31, 1997, as
   restated.  The increase in cash used in financing activities reflects the
   increase in payment of long-term debt of $4.1 million in the first three
   months of 1998 compared to the first three months of 1997, as restated. 
   Proceeds from the exercise of employee stock options also decreased $3.6
   million between the first quarter of 1997 and the first quarter of 1998.

   Seasonality

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

   Year 2000 Initiative

        The Company has determined that it will need to modify or replace
   portions of its software so that its computer systems will function
   properly with respect to dates in the year 2000 and beyond.  The Company
   also has initiated discussions with its significant suppliers and
   financial institutions to ensure that those parties have appropriate plans
   to remediate Year 2000 issues where their systems interface with the
   Company's systems or otherwise impact its operations.  The Company is
   assessing the extent to which its operations are vulnerable should those
   organizations fail to properly remediate their computer systems.

        The Company's comprehensive Year 2000 initiative is being managed by
   a team of internal staff.  The team's activities are designed to ensure
   that there is no adverse effect on the Company's core business operations
   and that transactions with customers, suppliers and financial institutions
   are fully supported.  While the Company believes its planning efforts are
   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 and that it will take approximately 18
   months for the Company to fully execute its Year 2000 initiative.


                                     PART II

   Item 1.  Legal Proceedings

        See Note 6 to Condensed Consolidated Financial Statements included in
   this Form 10-Q for information regarding certain ongoing legal
   proceedings.

   Item 5.  Other Matters

               SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following table presents selected consolidated statement of
   operations, balance sheet and other operating data of the Company for the
   periods presented. The following selected financial and operating data
   were derived from the Company's consolidated financial statements.  The
   selected consolidated financial data below should be read in conjunction
   with the Company's consolidated financial statements.  All financial data
   have been restated and give retroactive effect to reflect the Company's
   March 31, 1998 merger with Alabama Waste System, Inc. and Acmar Regional
   Landfill, Inc. (collectively, "AWS") in a transaction accounted for as a
   pooling of interests.

   <TABLE>
                             Superior Services, Inc.
           Selected Consolidated Financial and Operating Data-Restated

   <CAPTION>
                                                                         Years Ended December 31
                                                                      (in thousands except per share data)
                                                            1993        1994        1995        1996         1997 
    <S>                                                  <C>         <C>        <C>         <C>          <C> 
    Statement of Operations Data:
      Revenues                                           $74,540     $84,542    $105,694    $129,443     $191,578 
      Cost of operations                                  43,047      51,787      55,022      66,609      103,894 
      Selling, general and administrative expenses        13,854      16,853      18,587      21,333       27,667 
      Merger costs(2)                                          0           0           0           0        1,035 
      Litigation settlement costs(3)                          --          --          --          --        1,790 
      Depreciation and amortization                        6,836      10,899      15,329      19,331       25,851 
      Operating income from continuing operations         10,803       5,003      16,756      22,170       31,341 
      Interest expense                                    (1,868)     (2,605)     (3,298)     (1,296)      (1,857)
      Other income                                           841         716         750       1,020        1,617 
      Income from continuing operations before
        income taxes                                       9,776       3,114      14,208      21,894       31,101 
      Income taxes                                         3,343       1,389       5,733       8,540       12,706 
      Income from continuing operations                    6,433       1,725       8,475      13,354       18,395 
      Income (loss) from discontinued operations,
        net of income tax (1)                                 56      (5,735)       (329)          0            0 
      Net income (loss)                                   $6,489     $(4,010)     $8,146     $13,354      $18,395 
      Earnings-(loss) per share:
        Basic                                              $0.46      $(0.26)      $0.48       $0.67        $0.81 
        Diluted                                            $0.45      $(0.26)      $0.47       $0.66        $0.80 

                                                                         Years ended December 31

                                                            1993        1994        1995        1996         1997 
    Balance Sheet Data:
      Cash and cash equivalents                           $4,637      $2,418      $4,008     $18,992      $42,684 
      Working capital                                      9,348      11,096       3,740      16,554       43,501 
      Property and equipment, net                         80,757      87,891      96,597     124,591      221,346 
      Total assets                                       124,316     137,023     144,171     203,340      382,600 
      Long-term debt, net of current maturities           29,379      38,403      23,339       8,404        7,188 
      Total common shareholders' investment               35,416      31,497      41,204     109,629      261,322 

   _______________

   (1)  Includes losses on disposition of discontinued operations, net of income taxes of $5,042,000 and $329,000 for 1994 and
        1995, respectively.
   (2)  On June 27, 1997, the Company completed its merger with Resource Recovery Transfer and Transportation, Inc. ("R2T2")
        accounted for as a pooling of interest.  The Company incurred nonrecurring merger costs of $1,035,000 during 1997 as a
        result of the merger with R2T2.
   (3)  Prior to its merger with the Company, Acmar Regional Landfill, Inc. negotiated a settlement agreement with the United
        States Government with respect to a "Clean Water Act" violation in 1993 resulting in fines and restitutions totaling
        $1,790,000 and was placed on probation for three years.  This amount was accrued for in the December 31, 1997 financial
        statements.  As provided in the settlement agreement, its probation was terminated as a result of the payment of the fine
        and its merger with the Company on March 31, 1998.  Additionally, AWS incurred legal fees included in selling, general
        and administrative costs of $342,000 during 1997 in connection with this matter.  These costs, together with the fine,
        net of applicable income taxes, amounted to approximately $0.07 per share in 1997.

   </TABLE>

   Quarterly Results

        The following table presents the Company's unaudited consolidated
   quarterly results and the percentages of revenues represented by the
   individual line items reflected in the Company's consolidated statements
   of operations for each of the four quarters ended December 31, 1997, all
   as restated to give retroactive effect to the acquisition of AWS in a
   transaction accounted for as a pooling of interests.  This information has
   been presented on the same basis as the Company's audited consolidated
   financial statements incorporated herein by reference and, in the
   Company's opinion, contains all necessary adjustments (consisting only of
   normal recurring adjustments) to present fairly the Company's unaudited
   quarterly results when read in conjunction with the Company's audited
   financial statements and notes thereto.  Interim operating results,
   however, are not necessarily indicative of the Company's results for any
   future period.

   <TABLE>
   <CAPTION>
                                                          For the three months ended
                                   March 31, 1997     June 30, 1997   September 30, 1997   December 31, 1997
    <S>                          <C>          <C>   <C>          <C>    <C>          <C>       <C>       <C>
    Revenues                     $33,900      100%  $48,807      100%   $55,181      100%      $53,690   100%
    Cost of operations            18,073       53%   26,283       54%    30,509       55%       29,029    54%
    Selling, general &             6,172       18%    6,930       14%     6,906       13%        7,659    14%
      administrative expenses
    Litigation settlement cost        --       --        --        --        --        --        1,790     3%
    Merger Costs                       0        0%    1,035        2%         0        0%            0     0%
    Depreciation & amortization    4,965       15%    6,189       13%     7,456       14%        7,241    14%
    Operating income               4,690       14%    8,370       17%    10,310       19%        7,971    15%
    Interest expense                (332)     (1%)     (513)     (1%)      (619)     (1%)         (393)  (1%)
    Other income (expense)           298        1%     (235)     (0%)       422        1%        1,132     2%
    Income before taxes            4,656       14%    7,622       16%    10,113       18%        8,710    16%
    Income taxes                   1,710        5%    2,977        6%     3,842        7%        4,177     8%
    Net income                    $2,946        9%   $4,645       10%    $6,271       11%       $4,533     8%
    Earnings per share-Diluted     $0.14              $0.21               $0.28                  $0.17 

   </TABLE>

   <PAGE>

   Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits:

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

        (b)  No reports on Form 8-K were filed during the quarter ended
             March 31, 1998.

   <PAGE>
                                    SIGNATURE

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

                                      Superior Services, Inc.
                                      (Registrant)

   Date: May 15, 1998                 /s/ George K. Farr                   
                                      George K. Farr
                                      Chief Financial Officer

   <PAGE>
                             SUPERIOR SERVICES, INC.
                                  EXHIBIT INDEX

   Exhibit Number                Exhibit Description

        10.17     Amendment to Key Executive Employment and Severance
                  Agreement between Superior Services, Inc. and George
                  K. Farr, dated February 24, 1998

        27        Financial Data Schedule