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, 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.)


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

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

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
         Indicate by check mark whether the  registrant  has filed all documents
and reports  required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
         Yes_____ No_____

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

               The number of shares of Common Stock of the registrant, par value
$.01 per share, outstanding on November 9, 1998 was 32,499,687.



<PAGE>



                                                      

                             SUPERIOR SERVICES, INC.
                                 FORM 10-Q INDEX
                  (1) For the Quarter Ended September 30, 1998



                                                                    Page Number
PART I.  FINANCIAL INFORMATION

    Item 1.  Financial Statements

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

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

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

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

                  Notes to Condensed Consolidated Financial Statements......7-14

    Item 2.       Management's Discussion and Analysis of Financial
             Condition and Results of Operations...........................14-23


PART II. OTHER INFORMATION

    Item 1.  Legal Proceedings................................................24

    Item 5.  Other Matters....................................................24

    Item 6.  Exhibits and Reports on Form 8-K.................................27


SIGNATURES....................................................................28

EXHIBIT INDEX.................................................................29


                                      -2-


<PAGE>

<TABLE>

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

                                                             December 31,          September 30,
                                                                1997                   1998
                                                             ------------          -------------
                                                              (Restated)
ASSETS
  Current assets:
<S>                                                             <C>                  <C>    
    Cash and cash equivalents                                   $44,033              $13,490
    Trade accounts receivable                                    39,184               56,057
    Prepaid expenses and other current assets                     6,575                5,798
                                                                -------              --------
  Total current assets                                           89,792               75,345

  Property and equipment, net                                   231,994              268,500
  Restricted funds held in trust                                  7,714                8,342
  Other assets                                                    4,796                4,412
  Intangible assets, net                                         73,995               92,902
                                                                 ------               ------

  Total assets                                                 $408,291             $449,501
                                                               ========             ========

LIABILITIES AND SHAREHOLDERS' INVESTMENT
  Current liabilities:
    Current maturities of long-term debt                         $8,170               $4,401
    Trade accounts payable                                       13,074               15,186
    Accrued payroll and related expenses                          4,941                5,112
    Other accrued expenses                                       22,139               25,482
                                                                -------               ------

  Total current liabilities                                      48,324               50,181

  Long-term debt, net of current maturities                      16,998               27,312
  Disposal site closure and long-term care obligations           41,281               45,596
  Deferred income taxes                                          18,067               21,015
  Other liabilities                                              13,810               13,111

Commitments and contingencies

  Common stock                                                      292                  301
  Additional paid-in capital                                    220,099              229,439
  Retained earnings                                              49,420               62,546
                                                                -------              -------

Total shareholders' investment                                  269,811              292,286
                                                                -------              -------

Total liabilities and shareholders' investment                 $408,291             $449,501
                                                               ========             ========
</TABLE>

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

                                      -3-

<PAGE>

<TABLE>

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


                                                   Three months ended September 30,    Nine months ended September 30,
                                                        1997            1998                 1997             1998
                                                        ----            ----                 ----             ----
                                                                                     
                                                  (Restated)                           (Restated)
                                                                                     
<S>                                                  <C>             <C>                 <C>              <C>     
Revenues                                             $64,891         $78,150             $163,467         $215,885
                                                                                     
Expenses:                                                                            
                                                                                     
  Cost of operations                                  37,062          44,242               91,968          124,349
                                                                                     
  Selling, general and administrative costs            8,565           9,088               24,812           26,732
                                                           -                         
  Merger costs                                                         5,327                1,035            6,820
                                                                                     
  Depreciation and amortization expenses               8,098           8,736               20,359           26,039
                                                     -------         -------             --------         --------
                                                                                     
                                                      53,725          67,393              138,174          183,940
                                                     -------         -------             --------         --------
                                                                                     
Operating income                                      11,166          10,757               25,293           31,945
                                                                                     
                                                                                     
                                                                                     
Other income (expense):                                                              
                                                                                     
     Interest expense                                   (869)           (434)              (2,024)          (1,796)
                                                                                     
     Other income (expense)                              533             (59)                 731              943
                                                     --------        --------            --------         ---------
                                                                                     
Income before income taxes                            10,830          10,264               24,000           31,092
                                                                                     
Provision for income taxes                             3,849           7,270                8,536           16,374
                                                     -------         -------             --------         --------
                                                                                     
Net income                                            $6,981          $2,994              $15,464          $14,718
                                                     =======         =======             ========         =========
                                                                                          
Earnings per share - basic                             $0.28           $0.10                $0.63            $0.49
                                                     =======         =======             ========         ========
                                                                                     
Earnings per share - diluted                           $0.27           $0.10                $0.62            $0.49
                                                     =======         =======             ========         ========
                                                                                       
Pro forma adjustments (Notes 1 and 3):                                               
                                                                                     
  Net income, as reported                             $6,981          $2,994              $15,464          $14,718
                                                     =======         =======             ========         ========
                                                                                          
  Adjustment for income taxes                           (607)           (20)               (1,479)            (620)
                                                                                     
Net income, as adjusted                               $6,374          $2,974              $13,985          $14,098
                                                     =======         =======             ========         ========
                                                                                     
Earnings per share as adjusted - basic                 $0.25           $0.10                $0.57            $0.47
                                                     =======         =======             ========         ========
                                                                                            
                                                                                     
Earnings per share as adjusted - diluted               $0.25           $0.10                $0.56            $0.47
                                                     =======         =======             ========         ========
                                                                                            
</TABLE>

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

                                      -4-

<PAGE>


<TABLE>
<CAPTION>

                             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
<S>                                            <C>                <C>       <C>          <C>               <C>     
previously reported                            24,071,932         $241      $216,309     $42,859           $259,409
Shares issued for pooling of interests          5,094,146           51         3,790       6,561             10,402
                                                ---------           --         -----       -----             ------
Balance at December 31, 1997, as restated
                                               29,166,078          292       220,099      49,420            269,811
Net income                                              -            -             -      14,718             14,718
Issuance of common stock:
  Exercise of stock options                       207,058            2         1,604           -              1,606
Acquisitions                                      706,139            7         8,143       (446)              7,704
Subchapter S distributions
  to former shareholders                                             -         (407)     (1,146)            (1,553)
                                               ----------        -----         -----      -------            -------
                                                        -

Balance at September 30, 1998                  30,079,275        $ 301      $229,439     $62,546          $ 292,286
                                               ==========        =====      ========     =======          =========
</TABLE>









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

                                      -5-

<PAGE>

<TABLE>

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

                                                                   For the nine months ended September 30,
                                                                             1997               1998
                                                                       (Restated)

OPERATING ACTIVITIES
<S>                                                                       <C>                <C>    
Net income                                                                $15,464            $14,718
Adjustments to reconcile net income to net cash provided by
operating activities:
     Depreciation and amortization                                         20,359             26,039
     Deferred income taxes                                                   (280)             2,948
     Gain on sale of assets                                                    (4)              (208)
     Changes in  operating  assets and  liabilities, 
        net of effects of acquired  businesses:
        Accounts receivable                                               (13,699)           (15,618)
        Prepaid expenses and other current assets                          (1,496)               224
        Accounts payable and accrued expenses                               5,387                990
        Disposal site closure and long-term care
          obligation                                                        1,618              1,932
        Other                                                               3,918              1,177
                                                                            -----              -----
Net cash provided by operating activities                                  31,267             32,202

INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired                           (83,118)           (34,634)
Purchases of property and equipment                                       (23,424)           (32,685)
Proceeds from sale of property and equipment                                  761                718
Decrease (increase) in restricted funds held in trust                       1,281              (628)
                                                                            -----              -----
Net cash used in investing activities                                    (104,500)           (67,229)

FINANCING ACTIVITIES
Net decrease in short-term borrowings                                      (1,268)            (3,769)
Proceeds from long-term debt                                               13,900             28,864
Payments of long-term debt                                                 (8,730)           (20,664)
Issuance of common stock                                                  111,246              1,606
Subchapter S distributions to former shareholders                         (2,600)             (1,553)
                                                                       ----------          ---------
Net cash provided by financing activities                                 112,548              4,484
                                                                       ----------          ---------
Net increase (decrease) in cash and cash equivalents                       39,315            (30,543)
Cash and cash equivalents at beginning of period                           20,569             44,033
                                                                       ----------          ---------
Cash and cash equivalents at end of period                                $59,884            $13,490
                                                                       ==========          =========
</TABLE>


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

                                      -6-

<PAGE>




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


1.   Organization and Basis of Presentation

     Superior  Services,  Inc.  ("Superior"  or the  "Company") is an integrated
solid  waste  services  company  providing  a  range  of  collection,  transfer,
transportation, disposal and recycling services to generators of solid waste and
special waste. The condensed  consolidated  financial statements included herein
have been  prepared  by the  Company  without  audit,  pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC"). As applicable
under such regulations,  certain information and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted. The Company believes that
the  presentations and disclosures in the financial  statements  included herein
are adequate to make the information not  misleading.  The financial  statements
reflect all elimination  entries and normal adjustments that are necessary for a
fair statement of the results for the interim periods presented. The Company has
also restated its previously issued financial  statements for the three and nine
months  ended  September  30,  1997  and its  consolidated  balance  sheet 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;
Gopher Disposal,  Inc., Eagle Environmental,  Inc., Materials Recovery, Ltd. and
Watson's Rochester Disposal,  Inc.  (collectively  "Gopher") completed on August
26, 1998;  PenPac,  Inc.,  Heritage  Recycling,  Inc., Iorio Carting,  Inc., ACS
Services,  Inc., Recycling  Techniques,  Inc., Iocal Associates,  Advanced Water
Technologies,  Inc., Baray, Inc., and Nicholas Enterprises,  Inc.  (collectively
"PenPac")  completed  on  September  30,  1998 and all  accounted  for using the
pooling of interests method. Prior to their merger, AWS, a substantial number of
companies  comprising  Gopher, and PenPac had each selected S Corporation status
for income tax  purposes.  As a result of their merger,  AWS,  Gopher and PenPac
terminated their S Corporation elections.  Pro forma provisions for income taxes
are  presented  for the three months ended  September 30, 1997 and 1998 and have
been computed as if AWS, Gopher and PenPac had been "C" Corporations  during the
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,  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

                                      -7-

<PAGE>


     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 that 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.

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

3.   Acquisitions

     In the first nine  months of 1998,  the  Company  acquired  15 solid  waste
businesses  that were accounted for as purchases.  Aggregate  consideration  for
these acquisitions was approximately $32.9 million in cash and 274,695 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 nine  months of 1998,  67,772  shares were issued and $1.7
million  of cash  was paid in  settlement  of final  valuation  computations  on
certain acquisitions that occurred in 1997

     The Company completed its mergers with TWR, Inc.  ("TWR"),  AWS, South Lake
Refuse Service,  Inc. and Commercial Refuse, Inc.  (collectively  "South Lake"),
Gopher,  Wilson Waste Systems,  Inc. ("Wilson") and PenPac on March 1, March 31,
August 17,  August 26,  August 31, and  September  30, 1998,  respectively.  The
mergers were accounted for as pooling of interests pursuant to which the Company
issued approximately 5.5 million shares of Common Stock under the Company's Form
S-4 Acquisition  Shelf  Registration  Statement of which 5,094,146 were for AWS,
Gopher and PenPac and 363,672 were for TWR, South Lake, and Wilson.  The Company
incurred  nonrecurring  merger costs of  approximately  $1.5 million  during the
first  quarter and $5.3 million  during the third quarter of 1998 as a result of
their mergers. The merger costs incurred in connection with their mergers during
the first quarter and third quarter were  $1,236,000  net of tax and  $4,272,000
net of tax,  respectively.  Their merger costs  included  severance and bonuses,
professional  fees, and other  merger-related  costs.  As of September 30, 1998,
$4.9 million had been  accrued for merger costs  expected to be paid by December
31, 1998.  Included in the  provision for income taxes for the nine months ended
September  30,  1998 is $2.7  million  related to the  cumulative  deferred  tax
provision associated with the conversions from S 

                                      -8-

<PAGE>

Corporation  to C Corporation  in connection  with the mergers with the Company.
Periods  prior to 1998  have not been  restated  to  include  the  accounts  and
operations of TWR, South Lake, or Wilson, 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 mergers for the
restated periods are as follows (in thousands, except per share amounts):

<TABLE>

                                                Superior        AWS        Gopher       PenPac      Combined

Three months ended September
30, 1997 (unaudited):
<S>                                             <C>           <C>          <C>          <C>          <C>    
Revenue                                         $51,578       $3,603       $5,024       $4,686       $64,891
Income before income taxes                        9,314          799          540          177        10,830
Net income                                        5,472          799          540          170         6,981
Earnings per share - basic                        $0.27                                                $0.28
Earnings per share - diluted                      $0.27                                                $0.27



Nine months ended September 
30, 1997 (unaudited):
Revenue                                        $127,552      $10,336      $12,290      $13,289      $163,467
Income before income taxes                       20,335        2,056        1,550           59        24,000
Net income                                       11,806        2,056        1,550           52        15,464
Earnings per share - basic                        $0.61                                                $0.63
Earnings per share - diluted                      $0.60                                                  $0.62
</TABLE>


     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.


                                    Nine Months Ended September 30,
                                     1997                             1998
                          (Unaudited and in thousands, except per share amounts)
Total net revenue                $201,936                         $220,454
Net income                        $16,614                          $14,755
Earnings per share - basic          $0.67                            $0.49
Earnings per share - diluted        $0.66                            $0.49

                                      -9-
<PAGE>


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

4.   Shareholders' Investment

     On February 24, 1998, the Company granted employee  incentive 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.  On September  14,  1998,  the Company  granted  additional
employee  incentive  stock options  exercisable for 33,000 shares at an exercise
price of $26.00 per share.  Of these  options,  options  with  respect to 30,000
shares become  exercisable  50% after one year and an additional  6.25% for each
quarter  thereafter and options with respect to 3,000 shares become  exercisable
25% after one year and an additional 6.25% for each quarter thereafter.

     On May 12, 1998, the Company granted non-qualified common stock options for
10,000 shares at an exercise price of $31.625 to independent  directors  serving
on the  Company's  Board of  Directors.  These options vest six months after the
date of grant.


5.   Earnings Per Share

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

<TABLE>

                                                     Three Months Ended            Nine Months Ended
                                                        September 30,                 September 30,
                                                        1997            1998             1997             1998
                                                        ----            ----             ----             ----
Numerator

Income   from   continuing   operations   used  in
computing basic and diluted earnings per
<S>                                                    <C>             <C>             <C>               <C>    
share                                                  $6,981          $2,994          $15,464           $14,718
                                                       ======          ======          =======           =======

Denominator

Denominator   for  basic   earnings  per  share  -
weighted average common shares                         25,158          29,991           24,499            29,823

Effect of  dilutive  securities  - employee  stock
options                                                   407             405              377               442
                                                         ---              ---              ---               ---

Denominator  for  diluted  warnings  per  share  -
adjusted weighted average common shares                25,565          30,396           24,876            30,265
                                                       ======          ======           ======            ======

</TABLE>

6.   Commitments and Contingencies

                                      -10-

<PAGE>


     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.  The
estimate  of total  costs of the  remedial  alternative  approved by the WDNR is
approximately  $2.8  million,  consisting  of  one-time  capital  costs  for the
additional extractions wells of $107,000, and annual operating,  maintenance and
monitoring  costs for the new extraction  wells,  the landfill cap, the existing
gas extraction system and groundwater monitoring system estimated at $90,000 per
year. 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. Approximately $231,000 has been expended through
September 1998 pursuant to remediation performed at this site. Thus, total costs
remaining  are  estimated  to be  approximately  $2.6  million.  The Company has
entered into settlement  agreements  with certain  generator PRPs that allocates
the costs of the  remediation.  Under the settlement  agreements  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 of
which  $230,836  has been  expended  as of  September  30,  1998.  The  seller's
remaining  potential   indemnification   obligation  was  collateralized  as  of
September  30,  1998,  by  $2,317,245  in cash held in escrow.  The  Company has
recorded as an other asset approximately $2.3 million that is deemed probable of
recovery  from the  generator  PRPs and the  seller of the closed  landfill.  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 is not
expected to have a material  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.

                                      -11-


<PAGE>


     In  connection  with the  formation  of the  Company  in 1993  through  the
consolidation of three groups of independent waste services  companies,  certain
potential  environmental  liabilities  associated  with  the  previously  filled
portion of the Superior Valley Meadows landfill were identified.  At the time of
the  consolidation of these companies into the Company,  a contingent  liability
escrow was  established  to cover the then estimated  costs of  remediation  and
monitoring with respect to 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 not exceed
$1.3  million  and 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 (ADEM)
decision to issue a landfill permit modification.  An administrative  commission
appointed  a judge to act as a hearing  officer  to oversee  the permit  appeal.
Based upon the hearing officer's  recommendation,  the administrative commission
in June 1997 unanimously  adopted the recommendation of the hearing officer that
the  landfill  permit  modification  was  properly  issued.  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 ADEM 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  settlement  offers  that 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  acquired  PenPac,  Inc. as part of its PenPac  acquisition  on
September  30, 1998.  Prior to the  Company's  acquisition  of PenPac,  Inc., in
February  1998,  the Borough of Totowa  filed a verified  petition  with the New
Jersey Department of Environmental Protection seeking to require PenPac, Inc. to
pay  statutory  host fees under New Jersey law at the rate of $3 per ton for all
solid waste accepted at PenPac's  Totowa  transfer  station since November 1997.
(As of  September  30, 1998,  the PenPac  Totowa  transfer  station had accepted
approximately  70,560  tons of solid waste since  November 

                                      -12-

<PAGE>


1997.) Prior to its  acquisition  by the Company,  PenPac,  Inc. filed an answer
disputing the Borough's  entitlement  to host benefits at the rate of $3 per ton
and asserted that the  statutory  minimum of $.50 per ton was  appropriate.  The
proceeding  is  currently  in  the  discovery  stage.  Under  the  terms  of the
acquisition  agreement for PenPac,  Inc., its former shareholders have agreed to
indemnify  the Company  against any host  community  fees which are in excess of
$.50 per ton, both on a historical basis (i.e., prior to September 30, 1998) and
on a pro forma basis (i.e., after September 30, 1998), provided that the maximum
indemnification  amount for  periods  subsequent  to  September  30,  1998 is $1
million and is limited to the  incremental  additional  loss incurred by PenPac,
Inc. for the term of any new host  community fee agreement.  A $500,000  escrow,
consisting of 19,230 shares of the Company's common stock otherwise  issuable to
the  former  PenPac,  Inc.  shareholders  in the  PenPac  acquisition  has  been
established  specifically to cover potential  indemnification claims against the
former PenPac, Inc. shareholders relating to this litigation.


     Also as part of the Company's PenPac acquisition,  the Company acquired ACS
Services,  Inc. ACS  Services,  Inc. is the subject of  litigation  filed by the
Passaic  County  Utilities  Authority  ("PCUA") in December 1996 in the Superior
Court of New Jersey.  The PCUA alleges that, during the years 1994 and 1995, ACS
Services, Inc. failed to dispose of all solid waste that it collected at certain
designated transfer stations in Passaic County and was therefore in violation of
the  Passaic  County  solid  waste  franchise,  as well as  state  statutes  and
regulations,  including the New Jersey Solid Waste  Management  Act. The PCUA is
seeking an unspecified amount of damages.  In February 1997, ACS Services,  Inc.
filed  an   answer   and   counterclaim   claiming   that  such   statutes   are
unconstitutional.  Thereafter,  the PCUA filed a motion seeking a  determination
that any ruling declaring that the rates sought by the PCUA are unconstitutional
not be applied  retroactively  in the litigation  against ACS Services,  Inc. On
September  8,  1998,   the  Superior  Court  of  New  Jersey  entered  an  order
transferring  this case to an inactive list pending the  disposition  by the New
Jersey  Supreme  Court of a similar  case.  Under  the terms of the  acquisition
agreement  for ACS  Services,  Inc.,  its  former  shareholders  have  agreed to
indemnify  the  Company  for   contingencies  and  claims  resulting  from  this
litigation.  A $300,000  escrow,  consisting  of 11,538  shares of the Company's
common stock otherwise issuable to the former shareholders of ACS Services, Inc.
in the PenPac acquisition,  has been established specifically to cover potential
indemnification  claims  against  the former  ACS  Services,  Inc.  shareholders
relating to this litigation.

     Further, as part of the Company's PenPac acquisition,  the Company acquired
Nicholas  Enterprises,  Inc.  Nicholas  Enterprises,  Inc.  has been  named as a
potentially  responsible  party ("PRP") and  defendant in  litigation  commenced
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA" or "Superfund") at two Superfund sites: (i) Sharkey's  Landfill in
Parsippany-Troy Hills Township,  New Jersey and (ii) Cortese Landfill in Town of
Tusten - Narrowsburg, New York. Under the terms of the acquisition agreement for
Nicholas Enterprises, Inc., its former shareholders have agreed to indemnify the
Company, to the extent not covered by insurance, for all claims arising from any
Superfund liability at or related to disposal of waste at these sites.

     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

                                      -13-

<PAGE>


other matters will not have a material adverse effect on the Company's financial
condition or result of operations.

7.   Subsequent Event

     On October 30,  1998,  the  Company  completed  its merger  with  GeoWaste,
Incorporated  ("GeoWaste").  The Company issued approximately 2.3 million shares
of common stock and assumed approximately $8.6 million in indebtedness. GeoWaste
generates  approximately  $24  million in annual  revenue.  These  Florida-based
operations  provide  solid  waste  collection,   recycling,  and  transportation
services  primarily in the  northern  Florida and southern  Georgia  areas.  The
transaction  will be  accounted  for using the  pooling  of  interest  method of
business combinations.


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

Special Note Regarding Forward-Looking Statements


     Certain matters discussed in this Management's  Discussion and Analysis are
"forward-looking  statements"  intended  to qualify  for the safe  harbors  from
liability  established by the Private Securities  Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the  statement  will  include  words such as the Company  "believes,"
anticipates,  "expects" or words of similar import.  Similarly,  statements that
describe the Company's  future plans,  objectives,  strategies or goals are also
forward-looking  statements.  Such  forward-looking  statements  are  subject to
certain risks and uncertainties which are either described in close proximity to
such statements or include the following (i) the Company's ability to manage its
growth;  (ii)  the  availability  to  the  Company  of  additional   acquisition
opportunities  at  favorable  pricing  levels and the  ability of the Company to
effectively integrate its existing and potential future acquisitions;  (iii) the
continuing seasonality of its business; and (iv) competition for both collection
and disposal services and acquisitions.  All of these factors, or others,  could
cause actual  results to differ  materially  from those  currently  anticipated.
Shareholders,  potential investors and other readers are urged to consider these
factors carefully in evaluating the forward-looking statements and are cautioned
not  to  place  undue   reliance  on  such   forward-looking   statements.   The
forward-looking  statements  made  herein  are only  made as of the date of this
report  and the  Company  undertakes  no  obligation  to  publicly  update  such
forward-looking statements to reflect subsequent events or circumstances.

General

     The Company  provides  solid waste  collection,  transfer,  transportation,
recycling  and disposal  services to over 750,000  residential,  commercial  and
industrial  customers  in  Alabama,   Florida,  Georgia,   Illinois,   Michigan,
Minnesota,  Missouri,  New  Jersey,  Ohio,  Pennsylvania,   West  Virginia,  and
Wisconsin.  The Company also provides other integrated  waste services,  most of
which are project-based and many of that provide additional waste volumes to the
Company's  landfills and recycling  facilities.  As of September 30, 1998, solid
waste  operations  consisted of 17  Company-owned  solid waste  landfills,  four
managed  third  party  landfills,  49  solid  waste  collection  operations,  16
recycling facilities and 15 solid waste transfer stations.


                                      -14-

<PAGE>

         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,
                                     1997          1998       1997         1998
                                     ----          ----       ----         ----

Collection                            55%           58%        55%         60%
Third party disposal                  23%           22%        24%         20%
Recycling                              9%            7%         9%          8%
Other integrated waste services       13%           13%        12%         12%
                                      ---           ---        ---         ---
                                     100%          100%       100%        100%
                                     ====          ====       ====        ====


     The Company's  strategy for future growth  anticipates  the  recognition of
additional revenue from acquiring additional solid waste collection and disposal
operations as well as continued  internal growth. The Company acquired or merged
with businesses with estimated  annualized revenues of just over $130 million in
the  first  nine  months  of 1998.  The  Company  expects  that it will  acquire
operations in the fourth quarter of 1998 with estimated  revenues of between $40
million and $65 million,  although the Company cannot  guarantee it will be able
to complete all of the  acquisitions.  The  percentage of revenue  obtained from
collection  services  increased to 60% in the first nine months of 1998 compared
to 55% in the first  nine  months of 1997 due to a greater  portion  of  revenue
being  generated  from  collection  operations  that have been  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  collection  and
disposal.

     All financial  data for the three- and nine-month  periods ended  September
30, 1997 have been restated and give retroactive effect to reflect the Company's
March 31, 1998  acquisition  of AWS, the August 26, 1998  acquisition of Gopher,
and the September 30, 1998 acquisition of PenPac, in transactions  accounted for
as poolings of interests.

     Prior  to the  AWS,  Gopher  and Pen  Pac  mergers,  many of the  companies
comprising such entities had elected "S"  Corporation  status for federal income
tax  purposes.  As a result  of the  mergers,  the "S"  Corporation  status  was
terminated for the companies  comprising  AWS,  Gopher and PenPac.  Accordingly,
certain  pro  forma  information  is  presented  in the  Company's  Consolidated
Statements  of Income as if they had been  taxable  entities  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  acquisitions of TWR, AWS, South
Lake,  Gopher,  Wilson  and PenPac  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,  Gopher and PenPac had been taxable  entities,  and
excludes the cumulative  deferred tax provision for AWS, Gopher and PenPac which
were Subchapter S Corporations prior to their acquisition.

                                      -15-

<PAGE>

<TABLE>

                                                                            Summary Financial Data
                                                                     (in thousands, except per share data)
                                                                        Three Months Ended September 30,
                                                    ------------------------------------------------------------------
                                                               1997           Per                1998           Per
                                                          (restated)         Share               ----           Share
                                                          ----------         -----                              -----
                                                                     
<S>                                                         <C>                               <C>                    
Revenue                                                     $64,891             -             $78,150               -

Net Income, as reported                                      $6,981         $0.27              $2,994           $0.10
Pro forma adjustments:
   Adjustment for income taxes                                (607)         (0.02)              1,895            0.06
                                                              -----         ------            -------           -----
   Pro forma net income                                       6,374          0.25               4,889            0.16
   Merger costs, net of tax                                     -             -                 4,272            0.14
                                                            -------         ------            -------           -----
Pro forma  net income, exclusive of merger
 costs  and cumulative deferred  tax
 provisions                                                   $6,374         $0.25              $9,161           $0.30
                                                             ======         =====              ======           =====


                                                                         Summary Financial Data
                                                                  (in thousands, except per share data)
                                                                     Nine Months Ended September 30,
                                                    ------------------------------------------------------------------
                                                               1997             Per              1998             Per
                                                                                                 ----
                                                         (restated)  c.       Share                             Share

Revenue                                                    $163,467               -          $215,885               -
Net Income, as reported                                     $15,464           $0.62           $14,718           $0.49
Pro forma adjustments:
   Adjustment for income taxes                               (1,479)          (0.06)             2,066            0.07
                                                            -------          ------             -----            ----
   Pro forma net income                                      13,985            0.56            16,784            0.56
   Merger costs, net of tax                                     762            0.03             5,508            0.18
                                                                ---            ----             -----            ----
Pro forma  net income, exclusive of  merger
costs and cumulative deferred  tax
provisions                                                  $14,747           $0.59           $22,292           $0.74
                                                            =======           =====           =======           =====
Overview
</TABLE>

     Revenues in the 1998 third  quarter of $78.1 million  increased  20.4% over
the  comparable  period  in  the  prior  year,  as  restated,  primarily  due to
businesses  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 South Lake,  Gopher,  Wilson,  and PenPac and
excluding cumulative deferred tax provisions for the companies comprising Gopher
and PenPac which were "S"  Corporations  prior to their  acquisition,  increased
20.0% to $0.30 per share from $0.25 per share for the third  quarter of 1997, as
restated.  The one-time merger costs and the cumulative  deferred tax provisions
totaled  approximately  $0.20 per share.  Net income,  exclusive of these merger
costs  and the  cumulative  deferred  tax  provisions,  increased  43.7% to $9.2
million in the 1998 third quarter, from $6.4 million in the same period of 1997,
as  restated.  The  weighted  average  of common and  common  equivalent  shares

                                      -16-

<PAGE>


outstanding  was 30.4 million for the third quarter of 1998 and 25.6 million for
the third quarter of 1997, as restated. This increase was due to the issuance of
additional  shares to effect  acquisitions,  as well as a full period to reflect
the  Company's  September,  1997  follow-on  public stock  offering of 4,000,000
shares.

     For the first  nine  months  of 1998,  revenues  increased  32.1% to $215.9
million  compared to $163.5  million  for the same period in the prior year,  as
restated,  primarily due to businesses  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, AWS, South Lake,
Gopher,  Wilson, and PenPac and excluding cumulative deferred tax provisions for
the companies  comprising  AWS,  Gopher and Pen Pac which were "S"  Corporations
prior to their  acquisition,  increased  25.4% to $0.74 per share from $0.59 per
share for the first nine months of 1997,  as  restated.  Net  income,  excluding
one-time  merger  costs and  cumulative  deferred  tax  provisions  incurred  in
connection with the acquisitions of AWS, TWR, South Lake,  Gopher,  Wilson,  and
PenPac,  increased  51.2% to $22.3  million  in nine  months of 1998 from  $14.7
million in the nine-month  period ended 1997, as restated.  The weighted average
of common and common  equivalent  shares  outstanding  was 30.3 million for nine
months of 1998 and 24.9 million for nine months of 1997, as restated.

     Although  the Company  remains  confident  in its  ability to grow  through
acquisitions,  it also believes it may require some  additional time in selected
markets to fully integrate the acquisitions  during 1998. As a result,  together
with anticipated  seasonal reductions in revenues and earnings during the fourth
quarter,  the Company  anticipates  that its fourth quarter  earnings per share,
exclusive of one-time merger costs associated with its announced  acquisition of
GeoWaste Incorporated,  will be lower than originally expected. The Company also
expects its  internal  growth in existing  operations  to remain in the 4% to 5%
range  consistent with the Company's  internal growth rate during the first nine
months of 1998 of  approximately  4%. The Company also believes that its current
expectations  for  earnings  per share next year may well be lower than  earlier
anticipated as it focuses on predominantly  tuck-in  opportunities in current or
adjacent  service markets and on  implementing  operational  improvements.  This
belief continues to be impacted by increasingly  competitive  pricing levels for
acquisitions in the solid waste industry.

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

                                              Three months ended September 30,        Nine months ended September 30,
                                                   1997              1998                  1997             1998
                                                (restated)                              (restated)

<S>                                                     <C>               <C>                  <C>               <C>   
Revenues                                                 100.0%            100.0%               100.0%            100.0%
Cost of Operations                                        57.1              56.6                 56.3              57.6
Selling, general and administrative expenses              13.2              11.6                 15.2              12.4
Merger costs                                                 -               6.8                  0.6               3.1
Depreciation and amortization                             12.5              11.2                 12.4              12.1
                                                          ----             ----                 ----               ----
Operating income                                          17.2              13.8                 15.5              14.8
Interest expense                                           1.3               0.6                  1.2               0.8
Other (income) expense                                    (0.8)              0.1                 (0.4)             (0.4)  
                                                          -----              ---                 -----             ----
Income before income taxes                                16.7              13.1                 14.7              14.4
</TABLE>

                                      -17-

<PAGE>
<TABLE>

<S>                                                        <C>               <C>                  <C>               <C>
Income taxes                                               5.9               9.3                  5.2               7.6
                                                           ---               ---                  ---               ---
Net income                                                10.8%              3.8%                 9.5%              6.8%
                                                          =====              ====                 ====              ====
Revenues
</TABLE>

     Revenues  increased $13.3 million,  or 20.4%, and $52.4 million,  or 32.1%,
for the three- and nine-month  periods,  respectively,  ended September 30, 1998
compared  with the same periods in 1997, as restated.  These  increases for each
1998 period were  primarily due to the impact of operations  acquired which were
accounted for under the purchase  method of  accounting.  Revenues for each 1998
period  compared  to the same  periods in 1997,  as  restated,  increased  $11.6
million and $46.2 million, respectively,  from the impact of operations acquired
and  accounted for under the purchase  method.  The increase in revenue was also
due, to a much lesser  extent,  to increases in volumes of wastes  collected and
disposed at the  Company's  landfills.  Daily  disposal  volume at the Company's
landfills  rose to an average of more than 16,200 tons per day in the 1998 third
quarter  compared  to an  average  of 11,300  tons per day in the  corresponding
period last year. The higher  landfill  volume was  predominantly  the result of
waste received at six new disposal sites acquired since September 30, 1997.

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

Cost of Operations

     Cost of operations  increased $7.2 million, or 19.4%, and $32.4 million, or
35.2%,  for  the  three-  and  nine-month  periods  ended  September  30,  1998,
respectively, compared to the same periods in 1997, as restated. As a percentage
of revenues,  cost of  operations  decreased  from 57.1% in the third quarter of
1997,  as restated,  to 56.6% in the third quarter of 1998,  and increased  from
56.3% in the first nine months of 1997, as restated,  to 57.6% in the first nine
months of 1998.  The  decrease in the  percentage  in the third  quarter of 1998
compared to the corresponding  quarter in 1997 was primarily due to cost savings
at landfills owned and operated in both periods.  The increase in the first nine
months of 1998  compared to 1997 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).  The Company  currently  internalizes 58% of the waste it
collects to its own disposal  sites compared to 54% during the first nine months
of 1997, as restated. During the third quarter of 1998 prior to the inclusion of
the volumes from South Lake,  Gopher,  Wilson,  and PenPac,  close to 70% of the
waste  collected  by the Company  was  disposed  of at its own  facilities.  The
Company's  goal is to maintain  or increase  its  internalization  rate  through
focusing on full vertical  integration of its solid waste business in all of its
service  areas.  Changes  in this trend are  dependent  on the timing and mix of
potential  future  business  acquisitions,  as  well as the  seasonality  of the
Company's  operations.  See  "Seasonality." The increase in the dollar amount of
cost of operations was primarily attributable to the costs of collecting and

                                      -18-


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

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

     SG&A increased $523,000, or 6.1%, and $1.9 million, or 7.7%, for the three-
and nine-month periods ended September 30, 1998,  respectively,  compared to the
same periods in 1997, as restated.  As a percentage of revenues,  SG&A decreased
to 11.6% in the third  quarter of 1998 compared to 13.2% in the third quarter of
1997,  as  restated,  and to 12.4% in the first nine months of 1998  compared to
15.2% in the first nine months of 1997, as restated.  The trend of reducing SG&A
as a  percentage  of  revenue  is  expected  to  continue  in the near  term due
primarily to the impact of spreading  corporate SG&A costs over a larger revenue
base  as the  Company  integrates  acquisitions  and  continues  to  pursue  its
acquisition  growth strategy.  While SG&A decreased as a percentage of revenues,
the actual dollar amount of SG&A increased  primarily due to increased costs for
personnel  necessary to service new customers,  including those  associated with
the operations acquired, and to support the Company's acquisition program.

Merger Costs

     The  Company  incurred  nonrecurring  merger  costs of  approximately  $6.8
million  during the first nine months of 1998  compared  to $1.0  million in the
first nine months of 1997, as a result of the mergers  completed  with TWR, AWS,
South Lake,  Gopher,  Wilson and PenPac during 1998.  The one-time  merger costs
included  severance and bonuses,  professional  fees,  and other related  merger
costs.  As of  September  30,  1998,  $4.9  million had been  accrued for merger
related costs which are expected to be substantially paid by December 31, 1998.

Depreciation and Amortization

     Depreciation  and  amortization  increased  $638,000,  or  7.9%,  and  $5.7
million, or 27.9%, for the threeand nine-month periods ended September 30, 1998,
respectively,  compared  to the  same  periods  in  1997,  as  restated,  due to
increased  depreciation costs for the additional assets and operations acquired.
As a percentage of revenues, depreciation and amortization decreased to 11.2% in
the third  quarter of 1998  compared to 12.5% in the third  quarter of 1997,  as
restated, and to 12.1% in the first nine months of 1998 compared to 12.4% in the
first  nine  months of 1997,  as  restated,  due to  several  landfill  airspace
expansions in the third quarter and better  densities  achieved at the landfills
resulting in lower depletion costs for airspace.

Interest Expense

     Interest expense decreased $435,000,  or 50.0%, and $228,000, or 11.3%, for
the three- and  nine-month  periods  ended  September  30,  1998,  respectively,
compared to the same periods in 1997,  as restated,  primarily due to lower debt
levels during 1998 compared to 1997.  Debt was reduced late in the third quarter
of 1997 when  $106.1  million  was  received  from a  follow-on  offering of the
Company's  stock in  September,  1997.  Interest of $457,000  and  $100,000  was
capitalized during the first nine months of 1997 and 1998, respectively, related
to land being developed.

Other Income (Expense)

     Other income (expense)  decreased $592,000 from other income of $533,000 in
the three-month  period ended September 30, 1997, as restated,  to other expense
of $59,000 in the  three-month  period ended  September  30, 1998.  Other income
increased  $212,000 from other income of $731,000 in the

                                      -19-

<PAGE>

nine-month  period ended  September  30, 1997,  as restated,  to $943,000 in the
nine-month period ended September 30, 1998.  Interest income increased  $293,000
from $456,000 in the nine-month period ended September 30, 1997, as restated, to
$749,000 in the  nine-month  period  ended  September  30,  1998.  Approximately
$500,000 of direct costs associated with acquisition  activity primarily related
to one unsuccessful  acquisition bid for a significant  company being liquidated
in a bankruptcy  auction  process were  charged  against  earnings in the second
quarter of 1997.  During the third  quarter of 1998,  approximately  $362,000 of
direct costs  associated  with  unsuccessful  acquisition  activity were charged
against earnings.

Income Tax Expense

     The Company's  effective tax rate increased from 35.5% for the three months
ended September 30, 1997, as restated, to 70.8% for the three-month period ended
September 30, 1998, and from 35.6% for the nine months ended September 30, 1997,
as restated, to 52.7% for the nine months ended September 30, 1998. The increase
is  primarily  due  to the  $2.7  million  cumulative  deferred  tax  provisions
recognized in 1998  associated  with the  conversions of AWS,  Gopher and PenPac
from subchapter S Corporations to taxable entities. As Subchapter S Corporations
prior to their  merger  with the  Company,  payments  of income  taxes  were the
responsibility of their former stockholders. The Company estimates its effective
tax rate to be approximately 41.2% at September 30, 1998 excluding the impact of
certain nondeductible merger costs and cumulative deferred tax provisions.

Liquidity and Capital Resources

     The Company's  balance sheet at September 30, 1998 reflected  approximately
$13.5 million in cash and cash equivalents compared to $44.0 million at December
31, 1997, as restated.  The decrease in cash and cash  equivalents was primarily
due to the use of cash to acquire  solid waste  companies  during the first nine
months of 1998.  Pending  specific  application,  the Company has  invested  its
excess cash in short-term interest bearing securities.

     On October 30, 1998, the Company  completed its merger with  GeoWaste.  The
transaction  will be  accounted  for using the  pooling  of  interest  method of
business  combinations.  The Company issued  approximately 2.3 million shares of
common stock and assumed approximately $8.6 million in indebtedness.

     Effective  September  1998,  the  Company's  borrowing  capacity  under its
revolving  credit  facility  was  expanded to $275  million and the maturity was
extended to September 2003. At September 30, 1998, the Company had $24.5 million
of outstanding  borrowings,  and approximately $3.9 million in letters of credit
outstanding  under its revolving credit facility,  with $250.5 million available
under its  credit  facility  for  future  borrowings.  Total  long-term  debt at
September 30, 1998 was $27.3  million.  At September 30, 1998,  the ratio of the
Company's long-term debt to total capitalization ratio was 8.5% compared to 5.9%
at December 31, 1997, as restated.  This increase was attributable  primarily to
acquisition activity.

     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 

                                      -20-

<PAGE>

from one or more of the following  sources:  existing cash  balances,  cash flow
from operations and/or borrowings under the Company's revolving credit facility.

     Capital  expenditures  for the nine months  ended  September  30, 1998 were
$32.7 million  compared to $23.4 million for the nine months ended September 30,
1997, as restated,  primarily due  increased  spending for landfill  expansions.
Capital  expenditures for 1998 are currently  expected to be  approximately  $44
million  (including $32.7 million expended through  September 30, 1998) compared
to $33.1 million in 1997, as restated. These amounts have been and will continue
to be primarily  allocated to continued  spending for landfill  expansions.  The
Company  intends  to  fund  future  capital  expenditures   principally  through
internally  generated funds and, to a lesser extent,  equipment lease financing.
In  addition,  as described  above,  the Company  also  anticipates  that it may
require  substantial  additional  capital  expenditures to facilitate its growth
strategy of acquiring additional solid waste collection and disposal businesses.
If the Company is successful in acquiring  additional solid waste collection and
disposal  facilities,  the  Company  may also be  required  to make  significant
expenditures  to  bring  any  such  newly  acquired  disposal   facilities  into
compliance with applicable regulatory requirements,  obtain permits for any such
newly acquired disposal  facilities or expand the available disposal capacity at
any such newly acquired disposal  facilities.  The amount of these  expenditures
cannot be currently determined,  since they will depend on the nature and extent
of any acquired  landfill disposal  facilities,  the condition of any facilities
acquired and the  permitting  status of any  acquired  sites.  In the past,  the
Company has been able to obtain other types of financing  arrangements,  such as
equipment lease financing, to fund its various capital requirements. The Company
believes it can readily access such additional sources of financing as necessary
to facilitate the Company's growth.

     Net cash  provided by  operations  for the nine months ended  September 30,
1998  increased  to $32.2  million  from $31.3  million in the nine months ended
September 30, 1997,  as restated.  The increase was primarily due to an increase
in depreciation and amortization,  a noncash expense,  of $5.7 million,  and the
increase in deferred  income taxes of $3.2 million between the first nine months
of 1997, as restated,  and the first nine months of 1998.  These  increased cash
amounts were offset by the decrease in accounts  payable and accrued expenses of
$4.4 million and the increase in accounts receivable of $1.9 million between the
first nine months of 1997, as restated, and the first nine months of 1998.

     Net cash used in investing  activities for the nine months ended  September
30, 1998 decreased to $67.2 million from $104.5 million in the nine months ended
September 30, 1997, as restated. The decrease was primarily due to the Company's
$34.6  million of net cash payments for  operations  acquired in the nine months
ended  September  30, 1998 compared to the $83.1 million of net cash payments in
the nine months ended September 30, 1997, as restated.

     Net  cash  provided  by  financing  activities  in the  nine  months  ended
September  30, 1998 totaled  $4.5  million,  compared to $112.5  million of cash
provided in the nine months ended  September 30, 1997,  as restated,  reflecting
the receipt of $106.1  million in net proceeds from a follow-on  offering of the
Company's stock in September, 1997.

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

                                      -21-

<PAGE>

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

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



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



     The Company has limited the scope of its risk  assessment  to those factors
which it can  reasonably be expected to have an influence  upon. The Company has
made the assumption that  government  agencies,  utility  companies and national
telecommunication  providers  will continue to operate.  Obviously,  the lack of
such services could have a material impact on the Company's  ability to operate,
but the Company has little, if any, ability to influence such an outcome,  or to
make  alternative  arrangements  in  advance  for  such  services  if  they  are
unavailable.  Additionally, the Company believes that disruptions in the economy
generally  resulting from Year 2000 issues could have a material  adverse impact
on the Company.  The Company could be subject to litigation for computer  system
failures  such as  equipment  shutdown  or failure  to  properly  date  business
records.  The amount of  potential  liability  or loss of revenue to the Company
cannot be reasonably estimated at this time.


                                      -22-

<PAGE>

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

     While the Company believes its planning efforts 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 to fully
execute its Year 2000 initiative.

                                      -23-


<PAGE>

                                     PART II


Item 1.  Legal Proceedings

         See Note 6 to Condensed  Consolidated  Financial Statements included in
this Form 10-Q for information regarding certain 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  acquisition  of
AWS, Gopher and PenPac in transactions accounted for as a poolings 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
                                                                                                        
Statement of Operations Data:
<S>                                                        <C>         <C>           <C>         <C>           <C>     
   Revenues                                                $106,872    $109,361      $133,233    $160,399      $226,625
   Cost of operations                                        67,002      69,062        72,698      87,129       127,654
   Selling, general and administrative expenses              18,977      22,522        24,464      27,507        34,255
   Merger costs (2)                                              --          --            --          --         1,035
   Litigation settlement costs (3)                               --          --            --          --         1,790
   Depreciation and amortization                              9,131      12,179        17,130      21,408        28,254
                                                              -----      ------        ------      ------        ------
   Operating income from continuing operations               11,762       5,598        18,941      24,355        33,637
   Interest expense                                         (2,141)     (3,039)       (3,971)     (2,019)       (2,692)
   Other income                                                 812       2,121         1,472       1,350         1,954
                                                                ---       -----         -----       -----         -----
   Income from continuing operations before
     income taxes                                            10,433       4,680        16,442      23,686        32,899
   Income taxes                                               3,461       1,394         5,820       8,599        12,716
                                                              -----       -----         -----       -----        ------
   Income from continuing operations                          6,972       3,286        10,622      15,087        20,183
   Income (loss) from discontinued operations,
     net of income tax (1)                                       56     (5,735)         (329)          --            --
                                                                 --     -------         -----          --            --
   Net income (loss)                                         $7,028    $(2,449)       $10,293     $15,087       $20,183
                                                             ======    ========       =======     =======       =======
   Earnings-(loss) per share:
    Basic                                                     $0.41     $(0.13)         $0.51       $0.66         $0.79
                                                              =====     =======         =====       =====         =====
    Diluted                                                   $0.41     $(0.13)         $0.51       $0.65         $0.78
                                                              =====     =======         =====       =====         =====
</TABLE>

                                      -24-

<PAGE>


<TABLE>

                                                                           Years ended December 31
                                                               1993        1994          1995        1996          1997
                                                               ----        ----          ----        ----          ----
Balance Sheet Data:
<S>                                                         <C>         <C>           <C>        <C>           <C>    
   Cash and cash equivalents                                 $5,305      $3,081        $4,817     $20,569       $44,033
   Working capital                                           10,253      12,025         3,600      15,801        41,468
   Property and equipment, net                               86,097      94,580       104,862     133,421       231,994
   Total assets                                             132,510     148,984       163,280     223,634       408,291
   Long-term debt, net of current maturities                 33,448      44,798        29,758      14,796        16,998
   Total common shareholders' investment                     38,143      35,373        49,490     117,878       269,811
</TABLE>


(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  acquisition  of 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.


Quarterly Results

         The following  table  represents 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 acquisitions of AWS, Gopher and PenPac in transactions
accounted for as poolings of interests  and for the two quarters  ended June 30,
1998, as restated to give  retroactive  effect to the acquisitions of AWS, South
Lake, Gopher,  Wilson,  and PenPac accounted for as poolings 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.

                                      -25-


<PAGE>
<TABLE>

                                                              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                             $41,389     100%    $57,187     100%      $64,891      100%      $63,158      100%
Cost of operations                    23,121      56%     31,785      56%       37,062       57%       35,686       57%
Selling, general &
administrative expenses                5,507      13%      6,754      12%        8,098       12%        7,895       13%
Litigation settlement cost                --       --         --       --           --        --        1,790        3%
Merger costs                              --      --%      1,035       2%           --       --%           --       --%
Depreciation & amortization            7,700      19%      8,547      15%        8,565       13%        9,443       15%
                                     -------    -----    -------    -----      -------     -----      -------       ---
Operating income                       5,061      12%      9,066      16%       11,166       17%        8,344       13%
Interest expense                        (493)     (1%)      (662)     (1%)        (869)      (1%)        (668)      (1%)
Other income (expense)                   361       1%       (163)     (0%)         533        1%        1,223        2%
                                       -----     ----      -----     ----        -----      ----      -------        --
Income before taxes                    4,929      12%      8,241      14%       10,830       17%        8,899       14%
Income taxes                           1,692       4%      2,995       5%        3,849        6%        4,180        7%
                                     -------     ----    -------     ----      -------      ----      -------        --
Net income                            $3,237       8%     $5,246       9%       $6,981       11%       $4,719        7%
                                    ========     ====   ========     ====     ========     =====     ========        ==
Earnings per share:
  Basic                                $0.13               $0.22                 $0.28                 $0.16
                                     =======             =======               =======                 =====
  Diluted                              $0.13               $0.21                 $0.27                 $0.16
                                     =======             =======               =======                 =====
Pro forma (1):
  Net income, as adjusted             $2,902              $5,471                $6,374                $4,854
                                    ========            ========              ========              ========
  Earnings per share, as
     Adjusted- diluted                 $0.12               $0.22                 $0.25                $0.17
                                     =======             =======               =======                =====

                                                    For the three Months ended          
                                     March 31, 1998     June 30, 1998       September 30, 1998
                                     --------------     -------------       ------------------
                                 
<S>                                  <C>         <C>     <C>         <C>     <C>              <C> 
Revenues                             $62,042     100%    $75,693     100%    $78,150          100%
Cost of operations                    36,625      59%     43,482      56%     44,242           56%
Selling, general &
administrative expenses                9,038      15%      8,606      11%      9,088           12%
Litigation settlement cost                --       --         --       --         --            --
Merger costs                           1,493       2%         --       --      5,327            7%
Depreciation & amortization            8,226      13%      9,077      12%      8,736           11%
                                       -----      ---      -----      ---      -----           ---
Operating income                       6,660      11%     14,528      19%     10,757           14%
Interest expense                        (734)     (1%)      (628)     (1%)      (434)          (1%)
Other income (expense)                   548       1%        454       1%       (59)            --
                                         ---       --        ---       --       ----            --
Income before taxes                    6,474      11%     14,354      19%     10,264           13%
Income taxes                           3,447       6%      5,657       7%      7,270            9%
                                       -----       --      -----       --      -----            --
Net income                            $3,027       5%     $8,697      11%     $2,994            4%
                                      ======       ==     ======      ===     ======            ==
Earnings per share:
  Basic                                $0.10               $0.29               $0.10
                                       =====               =====               =====
  Diluted                              $0.10               $0.29               $0.10
                                       =====               =====               =====
Pro forma (1):
  Net income, as adjusted             $4,700              $8,432              $9,161
                                      ======              ======              ======
  Earnings per share, as
     Adjusted- diluted                 $0.16               $0.28               $0.30
                                       =====               =====               =====
--------------
</TABLE>

(1)  Pro forma  financial  information  is  presented  to reflect net income and
     earnings per share  exclusive of merger costs  incurred in connection  with
     acquisitions  accounted for as poolings of interest and cumulative deferred
     tax  provisions  for  those  companies  that were S  Corporations  prior to
     acquisition by the Company. Pro forma net income includes federal and state
     income tax provisions as if the companies reported as C Corporations.
    
                                      -26-

<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 September 30, 1998.

                                      -27-
<PAGE>


SIGNATURE

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


                                                     Superior Services, Inc.
                                                     (Registrant)


Date      November 16, 1998                            /s/ George K. Farr  
        -------------------                          ---------------------------
                                                     George K. Farr
                                                     Chief Financial Officer
                                      -28-

<PAGE>


                             SUPERIOR SERVICES, INC.
                                  EXHIBIT INDEX


Exhibit Number             Exhibit Description

         4.8               Second   Amended  and   Restated   Revolving   Credit
                           Agreement,  dated September 17, 1998,  among Superior
                           Services,  Inc. and Subsidiaries  (the  "Borrowers"),
                           BankBoston,  N.A., Bank One, Wisconsin,  Harris Trust
                           and Savings  Bank,  LaSalle  National  Bank,  Bank of
                           America  National  Trust  and  Savings   Association,
                           Firstar  Bank  Milwaukee,  N.A.,  Fleet  bank,  N.A.,
                           Paribas,  PNC Bank,  National  Association,  Comerica
                           Bank, Fifth Third Bank,  Hibernia  National Bank (the
                           "Banks") and  BankBoston,  N.A., as Agent,  Bank One,
                           Wisconsin,  as  Co-Agent,  Harris  Trust and  Savings
                           Bank, as Co-Agent, LaSalle National Bank, as Co-Agent
                           and  Bank  of  America  National  Trust  and  Savings
                           Association, as Co-Agent

         27                Financial Data Schedule