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

                                    FORM 10-Q

   (Mark One)

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

        For the quarterly period ended June 30, 1997

                                       OR

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

        For the transition period from __________ to __________

        Commission File Number            0-27508         


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

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

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

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

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

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

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

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

        The number of shares of Common Stock of the registrant, par value
   $.01 per share, outstanding on August 5, 1997 was 19,259,238.

   <PAGE>
                             SUPERIOR SERVICES, INC.
                                 FORM 10-Q INDEX
                       For the Quarter Ended June 30, 1997

                                                                  Page Number
   PART I. FINANCIAL INFORMATION

       Item 1  Financial Statements

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

               Condensed Consolidated Statements of Operations . . . . . .  4

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

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

               Notes to Condensed Consolidated Financial Statements  . . 7-11

       Item 2  Management's Discussion and Analysis of Financial 
               Condition and Results of Operations . . . . . . . . . .  11-17

   PART II.    OTHER INFORMATION

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

       Item 4  Submission of Matters to a Vote of Securities Holders . . . 18

       Item 6  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . 18

   SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

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

                                                    December 31,    June 30,
                                                         1996         1997   
                                                     (Restated)
   ASSETS
        Current assets:
             Cash and cash equivalents                  $16,579      $5,064
             Trade accounts receivable                   19,226      27,695
             Prepaid expenses and other 
              current assets                              2,817       4,091
                                                       --------     -------
        Total current assets                             38,622      36,850

        Property and equipment, net                     115,691     164,180
        Restricted funds held in trust                    8,035       8,161
        Other assets                                      4,044       5,782
        Intangible assets, net                           23,634      58,047
                                                       --------     -------

        Total assets                                   $190,026    $273,020
                                                       ========    ========

   LIABILITIES AND SHAREHOLDERS' INVESTMENT
        Current liabilities:
             Current maturities of long-term debt        $2,529      $1,956
             Trade accounts payable                       6,966      10,899
             Accrued payroll and related expenses         3,178       3,266
             Other accrued expenses                       9,825      10,808
             Accrued income taxes                           299       1,518
                                                       --------     -------
        Total current liabilities                        22,797      28,447

        Long-term debt, net of current maturities         4,907      60,565
        Disposal site closure and long-term 
         care obligations                                30,470      37,800
        Deferred income taxes                            13,679      13,399
        Other liabilities                                11,128      11,844

        Commitments and contingencies

        Shareholders' investment:
             Common stock                                   187         193
             Additional paid-in capital                  81,754      89,334
             Retained earnings                           25,104      31,438
                                                       --------     -------

        Total shareholders' investment                  107,045     120,965
                                                       --------     -------
        Total liabilities and 
        shareholders' investment                       $190,026    $273,020
                                                       ========    ========

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

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

                        Three months ended June 30, Six months ended June 30,
                                     1996       1997        1996        1997
                               (Restated)             (Restated)

   Revenues                       $28,710    $45,291     $52,085     $75,974

   Expenses:

     Cost of operations            14,582     24,697      27,346      41,230

     Selling, general and 
      administrative costs          4,325      6,242       8,502      11,830

     Merger costs                       -      1,035           -       1,035

     Depreciation and 
      amortization expenses         4,235      5,827       7,894      10,301
                                   ------     ------      ------      ------

                                   23,142     37,801      43,742      64,396
                                   ------     ------      ------      ------

   Operating income                 5,568      7,490       8,343      11,578

   Other income (expense):
      Interest expense               (146)      (366)       (543)       (559)

      Other income (expense)          210      (249)         486           2
                                   ------     ------      ------      ------

   Income before income taxes       5,632      6,875       8,286      11,021

   Provision for income taxes       2,323      2,977       3,418       4,687
                                   ------     ------      ------      ------

   Net income                      $3,309     $3,898      $4,868      $6,334
                                   ======     ======      ======      ======

   Earnings per share               $0.18      $0.20       $0.28       $0.33
                                   ======     ======      ======      ======
   Weighted average number
     of common and common 
     equivalent shares 
     outstanding               18,788,711 19,525,115  17,328,023  19,427,082
                               ========== ==========  ==========  ==========

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

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

                                              Additional
                                 Common Stock   Paid-In   Retained
                               Shares   Amount  Capital   Earnings     Total 
   Balance at 
    December 31, 1996,
    as previously 
    reported               17,021,449     $170  $80,015   $23,683   $103,868
   Shares issued for 
    pooling of interests    1,705,000       17    1,739     1,421      3,177
                           ----------     ----  -------   -------   --------
   Balance at 
    December 31, 1996,
    as restated            18,726,449      187   81,754    25,104    107,045
   Net income                       -        -        -     6,334      6,334
   Issuance of common 
    stock:
     Stock options            395,252        4    5,059         -      5,063
     Acquisitions             136,138        2    2,521         -      2,523
                           ----------     ----  -------   -------   --------
   Balance at
    June 30, 1997          19,257,839     $193  $89,334   $31,438   $120,965
                           ==========     ====  =======   =======   ========

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

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

                                           For the six months ended June 30,
                                                      1996           1997
                                                   (Restated)
   OPERATING ACTIVITIES
   Net income                                        $4,868         $6,334
   Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and amortization                   7,894         10,301
      Deferred income taxes                            (615)          (280)
      Gain on sale of assets                            (76)           (21)
      Changes in operating assets and 
        liabilities, net of effects of 
        acquired businesses:
        Accounts receivable                          (1,395)        (4,593)
        Prepaid expenses and other current assets      (295)        (1,148)
        Accounts payable and accrued expenses        (2,137)         3,453
        Disposal site closure and long-term 
          care obligation                             1,389          1,747
        Other                                          (296)        (1,604)
                                                    -------        -------
   Net cash provided by operating activities          9,337         14,189

   INVESTING ACTIVITIES
   Acquisition of businesses, net of 
    cash acquired                                    (2,949)       (75,766)
   Capital expenditures                              (6,218)       (11,816)
   Proceeds from sale of discontinued operations        562              -
   Proceeds from sale of property and equipment         394            700
   Increase in restricted funds held in trust          (810)          (126)
                                                    -------        -------
   Net cash used in investing activities             (9,021)       (87,008)

   FINANCING ACTIVITIES
   Net decrease in short-term borrowings             (1,697)          (573)
   Proceeds from long-term debt                       1,685         60,024
   Payments of long-term debt                       (18,589)        (3,179)
   Issuance of common stock                          37,248          5,032
                                                    -------        -------
   Net cash provided by financing activities         18,647         61,304
                                                    -------        -------
   Net increase (decrease) in cash and cash
     equivalents                                     18,963        (11,515)

   Cash and cash equivalents at beginning 
    of period                                         3,101         16,579
                                                    -------        -------
   Cash and cash equivalents at end of period       $22,064         $5,064


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

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

   1.   Organization and Basis of Presentation

        Superior Services, Inc. ("Superior" or the "Company") is an
   integrated solid waste services company providing solid waste collection,
   transfer, transportation, disposal and recycling services to generators of
   solid waste and special waste in nine states.  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 which are necessary for a fair statement of the results
   for the interim periods presented.  The Company has also restated the
   previously issued financial statements for the three and six months ended
   June 30, 1996 and the consolidated balance sheet presented as of December
   31, 1996 to reflect the acquisition of Resource Recovery Transfer &
   Transportation, Inc. ("R2T2") consummated on June 27, 1997 and accounted
   for using the pooling of interests method.  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 and the related notes
   thereto (the "Financial Statements") included in the Company's Form 10-K
   for the year ended December 31, 1996.

        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 1996 financial statements to
   conform to the 1997 presentation.

   2.   Significant Accounting Policies and Use of Estimates

        There have been no significant additions to or changes in accounting
   policies of the Company since December 31, 1996.  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, 1996.

        In February 1997, the Financial Accounting Standards Board issued
   Statement No. 128, Earnings Per Share, which is required to be adopted on
   December 31, 1997.  At that time, the Company will be required to change
   the method currently used to compute earnings per share and to restate all
   prior periods.  Under the new requirements, basic earnings per share will
   exclude the dilutive effect of stock options.  Basic earnings per share
   for the six months ended June 30, 1997 and June 30, 1996 would have been
   the same as previously reported primary earnings per share.  The impact of
   Statement 128 on the calculation of fully diluted earnings per share for
   these quarters is not expected to be material.

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

   3.   Acquisitions

        In the first six months of 1997, the Company acquired 12 solid waste
   businesses which were accounted for as purchases.  Aggregate consideration
   for these acquisitions was approximately $74.6 million in cash.  These
   acquisitions have been accounted for as purchases and, accordingly, the
   results of their operations have been included in the Company's financial
   statements from their respective dates of acquisition.

        During the first six months of 1997, in addition to the shares issued
   to effect the R2T2 acquisition discussed below, 136,138 shares of Common
   Stock were issued under the Company's Form S-4 Registration Statement. 
   77,024 shares were issued and $1.2 million of cash was paid in settlement
   of final valuation computations on certain acquisitions which occurred in
   1996.  In addition, 59,114 shares were issued as payment of debt of
   entities acquired in 1997.

        On June 27, 1997, the Company consummated its acquisition of R2T2
   accounted for as a pooling of interests, pursuant to which the Company
   issued 1,705,000 shares of Common Stock in the transaction under the
   Company's Form S-4 Registration Statement.  The Company incurred
   nonrecurring merger costs of approximately $1.0 million during the second
   quarter of 1997 as a result of the merger consummated with R2T2.  The
   merger costs include severance and bonuses, professional fees, and other
   merger related costs.  As of June 30, 1997, $510,000 had been accrued for
   merger costs expected to be paid by the end of 1997.  Periods prior to
   1995 have not been restated to include the accounts and operations of the
   acquired company as combined results are not materially different from the
   results as previously presented.  Combined and separate results of
   operations of the Company prior to consummation of the merger, and R2T2
   for the restated periods, are as follows (in thousands):

                                            Superior      R2T2    Combined
   Three months ended June 30, 1996
   (unaudited):
   Revenue                                   $26,553     $2,157    $28,710
   Income before income taxes                 $5,158       $474     $5,632
   Net income                                 $3,030       $279     $3,309

   Six months ended June 30, 1996
   (unaudited):
   Revenue                                   $48,868     $3,217    $52,085
   Income before income taxes                 $7,481       $805     $8,286
   Net income                                 $4,395       $473     $4,868

        The unaudited pro forma results of operations below assume that 1996
   and 1997 acquisitions accounted for as purchases occurred at the beginning
   of 1996.  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.

                                        Six Months Ended June 30,

                                        1996               1997
                      (Unaudited and in thousands, except per share amounts)

    Total net revenue                  $84,034            $91,601 
    Net income                          $5,571             $6,900
    Earnings per share                   $0.32              $0.35

        The above pro forma financial information is based on certain
   assumptions and preliminary estimates which are subject to change.  The
   above pro forma financial information reflects the consideration paid at
   closing for all 1996 and 1997 acquisitions accounted for as purchases.  It
   does not reflect the payments of any contingent consideration.  The above
   pro forma financial information also does not reflect anticipated volume
   or price increases, synergies or other potential operational improvements. 
   The pro forma financial information does not purport to be indicative of
   the results which would actually have been recognized had the purchase
   transactions been completed on January 1, 1996 or which may be obtained in
   the future.

   4.   Shareholders' Investment

        On February 11, 1997, the Company granted employee incentive stock
   options exercisable for 302,935 shares of Common Stock at an exercise
   price of either $21.50 or $23.65 per share (fair market value on grant
   date was $21.50).  During the three months ended June 30, 1997, an
   additional 45,000 employee incentive stock options were granted at an
   exercise price of either $21.50 or $22.25 per share.  The options become
   exercisable 25% after one year and an additional 6.25% for each quarter
   thereafter.

        On May 13, 1997, the Company granted non-qualified common stock
   options for 17,500 shares at an exercise price of $21.25 per share to
   independent directors serving on the Company's Board of Directors.  These
   options vest ratably over an approximate three-year period.

   5.   Commitments and Contingencies

        In connection with an acquisition in March 1993, the Company was
   required to accept the transfer of an adjacent closed landfill that is
   listed on the National Priorities List ("NPL").  A remedial investigation
   performed by the PRPs (including the Company) has determined the scope and
   nature of the contamination at the site and the PRPs have submitted a
   feasibility study to the EPA and WDNR which describes the alternatives for
   remediating the associated groundwater contamination. The WDNR has
   formally approved the remedial alternative recommended by the PRPs which
   calls for the installation of two to four additional gas extraction wells
   (which would be connected to the existing gas extraction system at the
   site) and continued groundwater monitoring. As of June 30, 1997, the
   estimated one-time capital cost for the additional extraction wells was
   $107,000, together with estimated annual operating, maintenance and
   monitoring costs for the new extraction wells, the landfill cap, the
   existing gas extraction system and groundwater monitoring system of
   $90,000.  The operating duration of the proposed remediation is uncertain,
   but could be 30 years or longer.  As the duration is uncertain, the
   accrual was not measured on a discounted basis. In December 1995, the
   Company entered into a settlement agreement with certain of the PRPs which
   allocates the costs of the remediation.  Under the settlement agreement,
   two generator PRPs agreed to contribute a total of 38% of future costs for
   remedial action and the annual operating, maintenance, and monitoring
   costs related to the site.  Additional generator PRPs may join in the
   settlement agreement, which would further reduce the share of costs
   allocated to the Company and the former owners of the closed landfill. 
   The seller has agreed to indemnify the Company up to $2.8 million for any
   site liabilities, including the annual costs of operating, maintaining and
   monitoring the closed landfill and any costs the Company may incur as a
   PRP.  The Company has been paid $482,755 by the seller.  The seller's
   remaining potential indemnification obligation was collateralized as of
   June 30, 1997 by $2,317,245 in cash held in escrow.  The $2,317,245
   recoverable from the seller is included on the Company's balance sheet as
   part of "other assets."  The Company has established reserves which it
   believes are adequate to cover the estimate of identified potential
   remediation costs.

        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 these 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 any liability in excess of the
   indemnification obligation of the shareholder is expected to be
   immaterial.

        The Missouri Department of Natural Resources ("MDNR") has alleged
   that the prior owner of the Company's Oak Ridge Landfill in Ballwin,
   Missouri exceeded the permitted vertical elevation of the landfill by
   allowing disposal of solid waste outside the permitted contours of the
   landfill.  The MDNR has also alleged that the landfill has not complied
   with the terms of a settlement agreement with the MDNR addressing these
   allegations.  A Company subsidiary purchased the landfill in September
   1996.  The Company is unable to assess the cost, if any, of correcting
   this alleged violation, or the extent of any fine which may be imposed by
   MDNR.  The Company believes that any expense associated with correcting
   the alleged violation as well as any such fine imposed would be covered by
   the indemnification obligations of the landfill's prior owner.

        A group of local citizens has filed a petition with the WDNR for an
   administrative contested case hearing with respect to one of Superior's
   Wisconsin landfills.  The petition challenges the environmental
   feasibility of the proposed expansion at the landfill.

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

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

   Special Note Regarding Forward-Looking Statements

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

   General

        As of June 30, 1997, the Company provided solid waste collection,
   transfer, recycling and disposal services to over 400,000 residential,
   commercial and industrial customers in Wisconsin and in Alabama, Illinois,
   Iowa, Michigan, Minnesota, Missouri, Ohio and Pennsylvania.  As of June
   30, 1997, solid waste operations consisted of ten Company-owned and
   operated landfills, 29 collection operations, 14 recycling facilities and
   nine solid waste transfer stations.  The Company also manages five other
   landfills for third parties.  The Company also provides other integrated
   waste services, most of which are project-based and provide additional
   waste volumes to the Company's landfills.

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

                                     Three Months Ended   Six Months Ended
                                          June 30,            June 30,
                                       1996      1997      1996      1997

   Collection                           45%       51%       46%       52%
   Third party disposal                 25%       21%       23%       21%
   Recycling                            12%       11%       12%       12%
   Other integrated waste services      18%       17%       19%       15%
                                       100%      100%      100%      100%

        The Company believes that future operations acquired will continue
   the trend in its revenue mix away from recycling and other integrated
   waste services and more towards solid waste collection and disposal.  The
   percentage of revenue obtained from collection services increased to 52%
   in the first six months of 1997 compared to 46% in the first six months of
   1996 due to a greater portion of revenue being generated from collection
   operations acquired since June 30, 1996.

        As of the date of this report, the Company had entered into
   preliminary, nonbinding letters of intent and purchase agreements relating
   to the possible acquisition of three additional solid waste landfills (two
   of which are in new markets) and several collection companies (one in a
   new market) which businesses the Company estimates represent aggregate
   annualized revenue of more than $15 million.  The Company cannot predict
   whether these letters of intent and purchase agreements will result in
   consummated acquisitions or whether the terms of any such consummated
   acquisitions will be the same as the terms contemplated.  There can be no
   assurance that actual revenues realized by the Company from the successful
   acquisition of these potential acquisition candidates will not differ or
   differ materially from such estimate.

        All financial data for the three- and six-month periods ended
   June 30, 1996 and 1997 have been restated and give retroactive effect to
   reflect the Company's June 27, 1997 acquisition of R2T2 in a transaction
   accounted for as a pooling of interests.

   Results of Operations

   Overview

        Revenues in the 1997 second quarter of $45.3 million increased 57.8%
   over the comparable period in the prior year, as restated, primarily due
   to businesses acquired and successfully integrated into the Company during
   the latter half of 1996 and in the second quarter of 1997.  Earnings per
   share, excluding one-time merger costs resulting from the acquisition of
   R2T2 increased 33.3% to $0.24 per share from $0.18 per share for the
   second quarter of 1996.  The one-time merger costs related to the
   Company's acquisition of R2T2 totaled approximately $0.04 per share,
   reducing reported net earnings to $0.20 per share.  Earnings per share,
   including the merger costs, increased 11.1% to $0.20 per share from $0.18
   per share for the second quarter of 1996.  Net income, exclusive of these
   merger costs, increased 40.8% to $4.7 million in the 1997 second quarter,
   from $3.3 million in the same period of 1996, as restated.  Net income,
   including the merger costs, increased 17.8% to $3.9 million in the 1997
   second quarter from $3.3 million in the same period of 1996, as restated.

        For the first six months of 1997, revenues increased 45.9% to $76.0
   million compared to $52.1 million for the same period in the prior year,
   as restated, largely reflecting the impact of operations acquired since
   June 30, 1996.  Operating income as a percentage of revenue decreased
   reflecting the $1.0 million of merger costs incurred in June 1997 related
   to the R2T2 acquisition accounted for as a pooling of interests.  Despite
   the $1.0 million of merger costs incurred, net income increased 30.1% to
   $6.3 million in the first half of 1997 from $4.9 million in the first half
   of 1996, as restated.  Earnings per share increased to $0.33 for the first
   six months of 1997 from $0.28 per share for the same period in 1996.

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

                       Three months ended June 30,  Six months ended June 30,
                                      1996       1997       1996       1997

   Revenues                          100.0%     100.0%     100.0%     100.0%
   Cost of Operations                 50.8       54.5       52.5       54.3
   Selling, general and               15.1       13.8       16.3       15.6
   administrative expenses
   Merger costs                        -          2.3        -          1.4
   Depreciation and amortization      14.7       12.9       15.2       13.5
   Operating income                   19.4       16.5       16.0       15.2
   Interest expense                    0.5        0.8        1.0        0.7
   Other (income) expense             (0.7)       0.5       (0.9)       -
   Income before income taxes         19.6       15.2       15.9       14.5
   Income taxes                        8.1        6.6        6.6        6.2
   Net income                         11.5%       8.6%       9.3%       8.3%

   Revenues

        Revenues increased $16.6 million, or 57.8%, and $23.9 million, or
   45.9%, for the three- and six-month periods, respectively, ended June 30,
   1997 compared with the same periods in 1996, as restated.  These increases
   for each 1997 period were primarily due to the impact of operations
   acquired since June 30, 1996.  Revenues for each 1997 period compared to
   the same periods in 1996, as restated, increased $14.8 million and $21.6
   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 9,900 tons per day in
   the 1997 second quarter compared to an average of 7,000 tons per day in
   the corresponding period last year, including the average daily tonnage of
   the two landfills owned by R2T2.  The higher landfill volume was
   predominantly the result of waste received at three new disposal sites
   acquired since June 30, 1996, as well as increased volumes of special
   waste streams from the Company's project-driven other integrated waste
   services and increased volumes received from a disposal contract for a
   customer's Milwaukee collection operations.

        Revenue from other integrated waste services as a percentage of total
   revenue decreased from 19% in the first six months of 1996 to 15% in the
   first six months of 1997.  While growth in volumes of special waste
   generated by the Company's Special Services increased on a comparable
   basis between periods, project-based revenues declined approximately $1.0
   million in the first half of 1997 primarily due to the impact of a large
   project performed in the first quarter of 1996.

        The impact of prices for recyclable wastepaper had essentially no
   effect on revenues in the 1997 second quarter compared to the 1996 second
   quarter.  The Company expects this trend to continue for the remainder of
   1997 assuming average resale prices remain at levels similar to 1996. The
   resale prices of, and demand for, recyclable waste products, particularly
   wastepaper, can be volatile and subject to changing market conditions. 
   The Company's recycling operations continued to be profitable in the 1997
   second quarter due to the Company's floor-pricing arrangement with a
   national paper company coupled with the cost effectiveness of the
   Company's processing facilities and fees received for providing recyclable
   waste collection services to its customers.

   Cost of Operations

        Cost of operations increased $10.1 million, or 69.4%, and $13.9
   million, or 50.8%, for the three- and six-month periods ended June 30,
   1997, respectively, compared to the same periods in 1996, as restated.  As
   a percentage of revenues, cost of operations increased from 50.8% in the
   second quarter of 1996, as restated, to 54.5%, in the second quarter of
   1997 and from 52.5% in the first six months of 1996, as restated, to 54.3%
   in the first six months of 1997, in each case primarily due to the higher
   relative percentage of business recognized from collection operations
   (which typically have higher costs of operations as a percentage of
   revenues than disposal operations). Changes in this trend are dependent on
   the timing and mix of potential future business acquisitions, as well as
   the seasonality of the Company's operations.  See "Seasonality."  The
   increase in the dollar amount of cost of operations was primarily
   attributable to the costs of collecting and disposing of the increased
   volumes of wastes received from services provided to new customers,
   including the operation of new businesses acquired after June 30, 1996.

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

        SG&A increased $1.9 million, or 44.3%, and $3.3 million, or 39.1%,
   for the three- and six-month periods ended June 30, 1997, respectively,
   compared to the same periods in 1996, as restated.  As a percentage of
   revenues, SG&A decreased to 13.8% in the second quarter of 1997 compared
   to 15.1% the second quarter of 1996, as restated, and to 15.6% in the
   first six months of 1997 compared to 16.3% in the first six months of
   1996.  This trend 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 its recent 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 support the Company's
   acquisition program and to service new customers, including those
   associated with the operations acquired after June 30, 1996.

   Merger Costs

        The Company incurred nonrecurring merger costs of approximately $1.0
   million during the second quarter of 1997 as a result of the merger
   consummated June 27, 1997 with R2T2.  The merger costs included severance
   and bonuses, professional fees, and other related merger costs.  As of
   June 30, 1997, $510,000 had been accrued for merger related costs expected
   to be paid by the end of 1997.

   Depreciation and Amortization

        Depreciation and amortization increased $1.6 million, or 37.6%, and
   $2.4 million, or 30.5%, for the three- and six-month periods ended June
   30, 1997, respectively, compared to the same periods in 1996, as restated,
   primarily as a result of increased landfill depletion costs and increased
   depreciation costs of the additional assets and operations acquired after
   June 30, 1996.  As a percentage of revenues, depreciation and amortization
   decreased to 12.9% in the second quarter of 1997 compared to 14.7% in the
   second quarter of 1996, as restated, and to 13.5% in the first six months
   of 1997 compared to 15.2% in the first six months of 1996, as restated,
   due to the lower relative percentage of revenues received from disposal
   operations (which typically have higher depreciation and amortization
   costs as a percentage of revenue compared to collection operations) and
   due to lower depletion rates at several landfills.  These lower depletion
   rates reflect an increase in special waste volumes which typically
   utilizes fewer cubic yards of air space due to the density of this type of
   waste.

   Interest Expense

        Interest expense increased $220,000, or 150.7%, and $16,000, or 2.9%,
   for the three- and six-month periods ended June 30, 1997, respectively,
   compared to the same periods in 1996, as restated.  Interest of $457,000
   was capitalized during the first half of 1997 related to land being
   developed.

   Other Income (Expense)

        Other income (expense) increased $459,000 from other income of
   $210,000 in the three-month period ended June 30, 1996, as restated, to an
   expense of $249,000 in the three-month period ended June 30, 1997.  Other
   income decreased $484,000 from other income of $486,000 in the six-month
   period ended June 30, 1996, as restated, to $2,000 in the six-month period
   ended June 30, 1997.  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.

   Liquidity and Capital Resources

        The Company's balance sheet at June 30, 1997 reflected approximately
   $5.1 million in cash and cash equivalents compared to $16.6 million at
   December 31, 1996, as restated.

        At June 30, 1997, the Company had approximately $60.0 million of
   long-term borrowings and $2.3 million in letters of credit outstanding
   under its revolving credit facility, with $47.7 million remaining
   available under its credit facility for future borrowings.  Total
   long-term debt at June 30, 1997 was $60.6 million.  At June 30, 1997, the
   ratio of the Company's long-term debt to total capitalization was 33.4%
   compared to 4.4% at December 31, 1996, as restated.  This increase was
   attributable primarily to acquisition activity.

        On August 7, 1997, the Company filed a Form S-3 "shelf" registration
   statement with the Securities and Exchange Commission to register
   5,000,000 shares of common stock.  The shares registered may be offered by
   the Company and sold to the public from time to time or at any time, as
   determined by market conditions and other factors.  The Company registered
   the shares on the shelf registration statement in order to provide it with
   the ability and flexibility to raise equity capital by issuing additional
   shares of common stock quickly to take advantage of favorable market
   conditions and to facilitate its growth strategy of acquiring additional
   solid waste operations.  The shares may be offered and sold directly by
   the Company or through agents, underwriters or dealers designated from
   time to time, as will be offered and further set forth in any prospectus
   supplement with respect to the registered shares.

        The Company's principal strategy for future growth is through the
   acquisition of additional solid waste disposal, transfer and collection
   operations.  As of the date of this report, the Company had entered into
   preliminary, nonbinding letters of intent and purchase agreements relating
   to the possible acquisition of three additional solid waste landfills (two
   of which are in new markets) and several collection companies (one in a
   new market).  If all definitive purchase agreements were completed on the
   terms set forth in such agreements, the Company would be required to pay
   approximately $17.8 million in cash purchase price and assumption of
   indebtedness.  There can be no assurance such acquisitions will be
   completed or, if completed, will be completed on the same terms as set
   forth in such purchase agreements.  The cash required to fund any future
   acquisitions in 1997 will likely be provided from one or more of the
   following sources: net proceeds from common stock offered under the
   Company's Form S-3 "shelf" registration statement, existing cash balances,
   cash flow from operations and/or borrowings under the Company's revolving
   credit facility.  During the first half of 1997, the Company paid $74.6
   million to complete 12 acquisitions of solid waste operations.

        Capital expenditures for the six months ended June 30, 1997 were
   $11.8 million compared to $6.2 million for the six months ended June 30,
   1996, as restated, primarily due to increased spending for trucks and
   other revenue producing assets.  Capital expenditures for 1997 are
   currently expected to be approximately $23.0 million compared to $17.5
   million in 1996, as restated.  The Company intends to fund future capital
   expenditures principally through internally generated funds and equipment
   lease financing.  In addition, the Company also anticipates that it may
   require substantial additional capital expenditures to facilitate its
   growth strategy of acquiring additional solid waste collection and
   disposal businesses.  If the Company is successful in acquiring additional
   landfill disposal facilities, the Company may also be required to make
   significant expenditures to bring any such newly acquired disposal
   facilities into compliance with applicable regulatory requirements, obtain
   permits for any such newly acquired disposal facilities or expand the
   available disposal capacity at any such newly acquired disposal
   facilities.  The amount of these expenditures cannot be currently
   determined, since they will depend on the nature and extent of any
   acquired landfill disposal facilities, the condition of any facilities
   acquired and the permitting status of any acquired sites.  In the past,
   the Company has been able to obtain other types of financing arrangements,
   such as equipment lease financing, to fund its various capital
   requirements.  The Company believes it can readily access such additional
   sources of financing as necessary to facilitate the Company's growth.

        Net cash provided by operations for the six months ended June 30,
   1997 increased to $14.2 million from $9.3 million in the six months ended
   June 30, 1996, as restated.  The increase was primarily due to an increase
   in accounts payable and accrued expenses of $5.6 million, the increase in
   net income of $1.5 million, and the increase in depreciation and
   amortization, a noncash expense, of $2.4 million between the first six
   months of 1996, as restated, and the first six months of 1997.  These
   increased cash amounts were offset by the increase in accounts receivable
   of $3.2 million between the first six months of 1996, as restated, and the
   first six months of 1997.

        Net cash used in investing activities for the six months ended June
   30, 1997 increased to $87.0 million from $9.0 million in the six months
   ended June 30, 1996, as restated.  The increase was primarily due to the
   Company's $75.8 million of net cash payments for operations acquired and
   the $5.6 million increase in capital expenditures in the six months ended
   June 30, 1997 compared to the six months ended June 30, 1996, as restated.

        Net cash provided by financing activities in the six months ended
   June 30, 1997 totaled $61.3 million, compared to $18.6 million in the six
   months ended June 30, 1996, as restated, reflecting proceeds from
   borrowings under the Company's $110 million revolving credit facility in
   the second quarter of 1997 and proceeds from the exercise of employee
   stock options.  The cash provided by financing activities in 1996, as
   restated, reflected the receipt of $37.2 million in net proceeds from the
   initial public offering of the Company's stock in March 1996 and the
   subsequent reduction of the Company's outstanding debt.

   Seasonality

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

   <PAGE>
                                     PART II

   Item 1.   Legal Proceedings

             See Note 5 of Notes to Condensed Consolidated Financial
   Statements included in this Form 10-Q for information regarding certain
   legal proceedings.

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

             The Company's 1997 annual meeting of shareholders was held on
   Tuesday, May 13, 1997.  At the meeting, the shareholders elected each of
   Gary G. Edler and Warner C. Frazier to the Company's Board of Directors
   for three-year terms expiring at the Company's 2000 annual meeting of
   shareholders and until their successors are duly qualified and elected. 
   The terms of all other then serving directors continued after the meeting,
   including Joseph P. Tate, G. William Dietrich, Francis J. Podvin, Donald
   Taylor and Walter G. Winding.  As of the April 2, 1997 record date for the
   annual meeting, 17,485,140 shares of Common Stock were outstanding and
   eligible to vote.  Of the 13,562,278 shares of Common Stock voted at the
   meeting in person or by proxy, the following votes were recorded for each
   nominee:
                                 For                   Withheld      
   Name                   Votes     Percentage     Votes     Percentage

   Gary G. Edler       13,555,478      99.9%       6,800        0.1%
   Warner C. Frazier   13,553,610      99.9%       8,668        0.1%

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

             No other matters were brought before the meeting for a
   shareholder vote.

   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)  The following reports on Form 8-K were filed during the
                  quarter ended June 30, 1997:

                  1.   Form 8-K, dated May 2, 1997, reporting the Company's
                       acquisition of net assets from Browning-Ferris
                       Industries, Inc.

                  2.   Form 8-K/A (Amendment No. 1), dated June 27, 1997,
                       amending the Current Report on Form 8-K, dated May 2,
                       1997.

                  3.   Form 8-K/A (Amendment No. 2), dated June 30, 1997,
                       amending the Current Report on Form 8-K, dated May 2,
                       1997.

   <PAGE>
                                    SIGNATURE

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

                                 Superior Services, Inc.                
                                 (Registrant)

   Date    August 14, 1997       /s/ George K. Farr                 
                                 George K. Farr
                                 Chief Financial Officer

   <PAGE>
                             SUPERIOR SERVICES, INC.
                                  EXHIBIT INDEX

   Exhibit Number      Exhibit Description

        10.14          Employment Agreement dated July 10, 1997 between the
                       Company and Scott S. Cramer

        27             Financial Data Schedule