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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (NO FEE REQUIRED) FOR THE 1996 FISCAL YEAR ENDED DECEMBER 28,
     1996


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION 
    PERIOD FROM       TO  

                          COMMISSION FILE NUMBER 1-8513

                              SAFETY-KLEEN(R) CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


               WISCONSIN                                  39-6090019
      (STATE OR OTHER JURISDICTION OF                 (I.R.S.  EMPLOYER
       INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

                            1000 NORTH RANDALL ROAD,
                              ELGIN, ILLINOIS 60123
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (847) 697-8460

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                NAME OF EACH EXCHANGE ON
             TITLE OF EACH CLASS                    WHICH REGISTERED
         ----------------------------          --------------------------
         COMMON STOCK, $.10 PAR VALUE            NEW YORK STOCK EXCHANGE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                      NONE
                                (TITLE OF CLASS)

        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 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 __

        Indicate by check mark if  disclosure  of  delinquent  filers
pursuant to Item 405 of Regulation  S-K is not  contained  herein  and
will  not be  contained,  to the  best  of the registrant's  knowledge,
in  definitive  proxy  or  information  statements  incorporated  by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.  X

        The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 1, 1997 was approximately $0.7 billion.

        Shares of Common Stock outstanding at March 1, 1997, were 58,268,687.

                      DOCUMENTS INCORPORATED BY REFERENCE:
        PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 9, 1997, ARE INCORPORATED BY REFERENCE IN PART
III, AND PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
ENDED DECEMBER 28, 1996, ARE INCORPORATED BY REFERENCE IN PARTS I AND II.


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<PAGE>
                                     PART I

ITEM 1.  BUSINESS

GENERAL

        Safety-Kleen is a leader in servicing the recycling and waste needs of
companies in the automotive/retail repair, industrial, imaging and other
business sectors. Over 2,800 Safety-Kleen specialists service customers from a
branch network that extends across North America and Western Europe.

        Focusing primarily on the needs of smaller businesses, Safety-Kleen
performed nearly five million individual services and reclaimed more than 300
million gallons of contaminated fluid through a network of 230 branches
worldwide in 1996. The Company collects and recycles used products at thirteen
recycle centers, two lube oil re-refineries, and three fuel-blending facilities.

        The Company operates in the continental U.S., Canada, the United
Kingdom, the Republic of Ireland, Puerto Rico, Belgium, France, Italy, Spain
and Germany.  The Company has licensee  operations in Japan and Korea.
Safety-Kleen Corp. was incorporated in July, 1963 under the laws of the State
of  Wisconsin.  As used herein, the terms "Company" or "Safety-Kleen"
refer to Safety-Kleen Corp. and its consolidated subsidiaries.

        The Company groups its operations geographically into North America and
Europe. The Company further segregates its North American services into four
broad categories: Industrial Services, Automotive/Retail Repair Services, Oil
Recovery Services and Other Services. Each of the Company's services is
discussed in greater detail below and in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" appearing on pages 21-25 of
the Company's Annual Report to Shareholders for the year ended December 28, 1996
(the "Annual Report"), which is incorporated herein by reference.


INDUSTRIAL SERVICES

        The Company markets two major services to its Industrial Services
customers: its Parts Cleaner Service and its Fluid Recovery Service. In
Safety-Kleen's Parts Cleaner Service, the Company's service representative
places parts cleaner equipment and solvent with a customer. The service
representative then makes service calls at regular intervals where he cleans and
maintains the equipment, removes the dirty solvent and replaces it with clean
solvent. The dirty solvent is recycled and reused. The Company provides a choice
of several models of parts cleaners to customers for their use as part of the
Parts Cleaner Service and provides service to customers who own their own parts
cleaner equipment. Safety-Kleen also offers a line of water-based cleaning
systems through its Parts Cleaner Service.


                                       2
<PAGE>


        The Company's Fluid Recovery Service consists primarily of the
collection of a wide variety of waste solvents and other liquid and solid
containerized wastes generated by industrial customers in relatively small
quantities, averaging a few 55-gallon drums per pickup. Depending upon the
content, the material collected by the Company in its Fluid Recovery Service is
generally recycled into usable solvent, processed into a waste-derived fuel 
for use in the cement manufacturing industry or disposed of through
incineration. Wastewater that is collected as part of the Company's Fluid
Recovery Service is treated and processed until it can be discharged into
publicly-owned treatment works in compliance with applicable laws and
regulations.


AUTOMOTIVE/RETAIL REPAIR SERVICES

        The primary component of the Company's Automotive/Retail Repair Services
is its Parts Cleaner Service. Safety-Kleen furnishes service stations, car and
truck dealers, small engine repair shops, fleet maintenance shops and its other
automotive/retail repair customers with the same high quality Parts Cleaner
Service that it provides to its Industrial Services customers. In 1996, the
Company introduced a new service line within the Automotive/Retail Repair
Services market--Vacuum Services. This service utilizes specialized vacuum
trucks that remove residual oil and sludge from underground oil/water separators
found at many automotive repair and small industrial locations.


OIL RECOVERY SERVICES

        The Company collects used lubricating oils from automobile and truck
dealers, automotive garages, oil change outlets, service stations, industrial
plants and other businesses. The used oil is then transferred to a re-refining
plant where most of the product is converted into high-quality base lubricating
oil. The Company derives revenues both from fees it charges customers to haul
away used oil and from the sale of products it produces by processing the used
oil. The Company's extensive branch network enables it to collect waste oil in
sufficient volume to support oil re-refining operations, which produce
lubricating oil that can be sold at significantly higher prices than industrial
fuels. The Company operates oil re-refining plants in Breslau, Ontario and East
Chicago, Indiana. The plants in Breslau and East Chicago have annual re-refining
capacities of 43 and 92 million gallons of used oil per year, respectively. Used
oil collected in excess of the capacity of the Company's re-refining facilities
is either processed into industrial fuels or sold unprocessed for direct use as
a fuel in certain industrial applications for which such used oil is suitable.


OTHER SERVICES

        PAINT REFINISHING SERVICES. The Company's Paint Refinishing Services are
supplied to new and used car dealers, auto body repair and paint shops and
fiberglass product manufacturers. The Company provides a machine specially
designed to clean paint spray guns. Company representatives place a machine and
solvent with each customer, maintain the machine and regularly remove the
contaminated solvent and replace it with clean solvent. The Company

                                       3
<PAGE>

either recycles the contaminated solvent into clean solvent for reuse or blends
it into fuel used by cement kilns. Waste paint and paint booth filters are also
collected from these customers and blended into fuel for cement kilns. The
Company representatives also provide clean buffing pads and remove dirty pads
during regularly scheduled service calls. The dirty pads are washed, dried,
inspected and returned to the Company's distribution system.

        DRY CLEANER SERVICES. The Company collects and recycles contaminated dry
cleaner wastes consisting primarily of used filter cartridges and sludge
containing perchloroethylene and mineral spirits.

        IMAGING SERVICES. Through this service, the Company provides health
care, printing, photoprocessing and other businesses with on-site and off-site
recycling of photochemical solutions, as well as film, plate and silver recovery
services. Imaging Services recovers the silver contained in the spent
photochemical solutions it collects from customers. These solutions are then
further treated and processed until they can be discharged as wastewater into
publicly-owned treatment works in compliance with applicable laws and
regulations. Silver is also recovered from photographic film by an outside
processor.

        ENVIROSYSTEMS SERVICES. Safety-Kleen's Envirosystem Service offers a
collection and recycling service for bulk wastes from larger-quantity generators
that is similar to its Fluid Recovery Service discussed above.


EUROPE

        Safety-Kleen has wholly-owned operations in seven countries in Western
Europe. The Company primarily provides its Automotive/Retail Repair and Paint
Refinishing Services in Europe. The Company also provides selected industrial
services in Germany and the United Kingdom.


PRIMARY RAW MATERIALS

        The primary hydrocarbon material used in the Company's Parts Cleaner
Service is a paraffinic hydro-treated petroleum fraction product that is
purchased from petroleum refiners and suppliers through short-term purchase
orders. It is not possible for the Company to accurately estimate the effect of
possible future petroleum product shortages on the Company's operations or those
of its customers. At the present time, the Company expects to be able to
purchase required quantities of such solvent at acceptable prices. For a
discussion of the effect of petroleum product price changes, refer to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Effects of Petroleum Price Changes" appearing on page 25 of the
Annual Report, which is incorporated herein by reference.


                                       4
<PAGE>


        The Company purchases a wide variety of other products and raw materials
and has not experienced any major shortages in the past. The Company believes
that sufficient alternative sources are available should it become necessary to
replace its current sources of supply for these products and materials.


COMPETITIVE CONDITIONS

        The Company is the market leader in the United States in its Parts
Cleaner, Paint Refinishing, Dry Cleaner and used oil collection services. In
these services, the Company generally competes with local or smaller regional
companies. In its Fluid Recovery Service, the Company generally competes with
many firms engaged in the transportation, brokerage and/or disposal of hazardous
wastes through recycling, fuels programs or incineration. The price at which
Safety-Kleen sells its re-refined lube oil is largely dictated by a market
dominated by large multinational oil companies. For a more complete discussion
of the market for the Company's lube oil, see "Effects of Petroleum Price
Changes" on page 25 of the Annual Report.

        The principal methods of competition for all of the Company's services
are price, quality, reliability of service rendered and technical proficiency in
handling hazardous wastes properly. Knowledgeable customers are interested in
the reputation and financial strength of the companies they use for management
of their hazardous wastes, because the original generators of hazardous waste
remain liable under federal and state environmental laws for improper disposal
of such wastes, even if they employ companies which have proper permits and
licenses. The Company believes that its technical proficiency, reputation and
financial strength are important considerations to its customers in selecting
and continuing to utilize the Company's services.


PATENTS

        The Company owns various patents covering certain of its cleaning units
and certain related accessories. The Company has an exclusive license to use a
patented cyclonic separator in parts cleaner applications. In the Company's
opinion, however, the continued conduct of its business operations does not
depend upon the existence of these patents.


EMPLOYEES

        At December 28, 1996, the Company had approximately 7,300 employees.



                                       5
<PAGE>


REGULATION

        OVERVIEW. Domestic and foreign governmental regulations applicable to
the Company's business govern, among other things: the handling of a number of
substances collected by the Company which are classified as hazardous or solid
wastes under these regulations; the operation of the facilities at which the
Company stores or processes the substances it collects; and the ultimate
disposal of waste the Company removes from the substances it collects. An
increase in governmental requirements for the treatment of any particular
material generally increases the value of the Company's services to its
customers, but may also increase the Company's costs.

        Various permits are generally required by federal and state
environmental agencies for the Company's branch, accumulation center, solvent
recycling, fuel blending and oil processing facilities. Most of these permits
must be renewed periodically and the governmental authorities involved have the
power, under various circumstances, to revoke, modify or deny issuance or
renewal of these permits. Zoning, land use and siting restrictions also apply to
these facilities. Regulations also govern matters such as the disposal of
residual chemical wastes, operating procedures, stormwater and wastewater
discharges, fire protection, worker and community right-to-know and emergency
response plans. Air and water pollution regulations govern certain operations at
the Company's facilities. Safety standards under the Occupational Safety and
Health Act in the United States and similar foreign laws are also applicable.
Governmental regulations also apply to the operation of vehicles used by the
Company to transport the substances it collects and distributes, including
licensing requirements for the vehicles and the drivers, vehicle safety
requirements, vehicle weight limitations, shipment manifesting and vehicle
placarding requirements. Governmental authorities have the power to enforce
compliance and violators are subject to civil and criminal penalties. Private
individuals may also have the right to sue to enforce compliance with certain of
the governmental requirements.

        Regulations similar to those in the United States apply to the Company's
Canadian operations. In general, environmental requirements are not as strict in
countries in which the Company operates outside North America, but there is a
general trend in Europe and other countries to strengthen environmental
requirements.

        The Company has an internal staff of lawyers, engineers, geologists,
hydrogeologists, chemists and other environmental and safety professionals whose
responsibility is to continuously improve the procedures and practices to be
followed by the Company to comply with various federal, state and local laws and
regulations involving the protection of the environment and worker health and
safety and to monitor compliance.

        HAZARDOUS AND SOLID WASTE REQUIREMENTS. Safety-Kleen's services involve
the collection, transportation, storage, processing, recycling and disposal of
automotive and industrial hazardous and nonhazardous materials. Substantially
all of these materials are regulated in the United States as "solid wastes"
under the Resource Conservation and Recovery Act of 1976 ("RCRA"). In addition
to being regulated as solid wastes, many of these materials are further
regulated as "hazardous wastes." Accordingly, the Company is subject to federal
and state regulations governing hazardous and solid wastes. RCRA established a
national program which classified various substances as "hazardous wastes,"
established requirements for storage,

                                       6
<PAGE>
treatment and disposal of hazardous wastes, and imposed requirements for
facilities used to store, treat or dispose of such wastes.
RCRA was amended in 1984 by the Hazardous and Solid Waste
Amendments ("HSWA") which expanded the scope of RCRA to include businesses which
generate smaller quantities of waste materials (so-called "small quantity
generators"), expanded the substances classified as hazardous wastes by RCRA and
prohibited direct disposal of those wastes in landfills (thereby, in effect,
requiring that the wastes be recycled, treated, or destroyed).

        The Company's customers are increasingly attempting to avoid being
subject to hazardous waste regulations by replacing hazardous materials used in
their businesses with nonhazardous materials or otherwise reducing the amount of
hazardous waste they generate. Accordingly, the Company is collecting more
substances that are not regulated as hazardous wastes but may be regulated as
solid wastes.

        Hazardous and solid waste regulations impose requirements which must be
met by facilities used to store, treat and dispose of these wastes. Operators of
hazardous waste storage, disposal and treatment facilities, such as
Safety-Kleen, must obtain a RCRA permit from federal or authorized state
governmental authorities to operate those facilities. States may also require a
solid waste permit. The Company has over 100 RCRA-permitted facilities. The
Company does not intend to pursue RCRA permits for its remaining facilities
because it will be limiting activities at these facilities to transfer
operations.

        In September, 1992, the United States Environmental Protection Agency
("EPA") finalized regulations that govern the management of used oils. Although
used oil is not classified as a hazardous waste under federal law, certain
states do regulate used oil as hazardous. The Company builds and operates its
used oil facilities to standards similar to those required for hazardous waste
facilities, and believes that its oil management standards are more protective
of human health and the environment than current federal standards.

        Materials collected by the Company's Fluid Recovery Service are
primarily recycled for reuse or processed into waste-derived fuel to be burned
in kilns used in the production of cement. The majority of such waste-derived
fuel is supplied to cement kilns with which the Company has exclusive supply
contracts with respect to such fuel. Cement kilns are subject to regulations
which govern the burning of hazardous wastes in boilers and industrial furnaces
("BIF regulations"). Facilities covered by the BIF regulations are required to
submit periodic certifications of compliance. Every BIF facility that elects to
continue to burn hazardous waste will also be required to obtain a RCRA
operating permit. All of the kilns with which the Company has exclusive supply
contracts have met their initial compliance certification requirements, and
intend to continue to meet their periodic certification requirements in the
future. These kilns are also in the process of obtaining their RCRA operating
permits. None of the kilns utilized by the Company for disposition of the waste
it collects are owned by the Company. The Company is assisting the kilns with
which it has exclusive contracts in complying with such regulations.


                                       7
<PAGE>


        On April 19, 1996, the EPA published its proposed Hazardous Waste
Combustor Rule. This proposed rule will set emissions standards for
incinerators, cement kilns and lightweight aggregate kilns that burn hazardous
waste. As proposed, these standards would require cement kilns, which are major
outlets for the Company's waste-derived fuels, to make capital improvements
that would increase the cost of burning such fuels in cement kilns. However,
due to the complexity of the proposed rule, the lengthy adoption process to
which it is subject, and the likelihood that the rule will undergo changes prior
to its adoption, the effect of the final rule is unknown.

        The EPA is also developing regulations which will establish management
standards for cement kiln dust ("CKD"). The Company and the kilns to which it
sends waste-derived fuel have developed programs for analyzing and
characterizing CKD in anticipation of these new management standards; however,
at this time it is not clear what impact these CKD regulations will have on the
Company.

        CLEAN AIR ACT. The Clean Air Act was passed by Congress to control the
emissions of pollutants to the air, and requires permits to be obtained for
certain sources. In 1990, Congress amended the Clean Air Act to require further
reductions of air pollutants with specific targets for nonattainment areas in
order to meet certain ambient air quality standards. These amendments also
require the EPA to promulgate regulations which: (i) control emissions of 189
toxic air pollutants; (ii) create uniform operating permits for major industrial
facilities similar to RCRA operating permits; (iii) mandate the phase-out of
ozone depleting chemicals; and (iv) provide for enhanced enforcement.

        The Clean Air Act required regulations which resulted in the reduction
of volatile organic compound ("VOC") emissions in order to meet certain ozone
attainment standards under the act. The Company has installed control technology
to meet its obligations under the act. Additional emission reductions at the
Company's recycle centers and branches could be required as the Company
completes its air permitting program. In addition, the United States EPA has
developed Maximum Achievable Control Technology ("MACT") standards under the
Clean Air Act which impose additional restrictions on the emission of certain
toxic air pollutants. These standards will impact certain of the Company's
facilities and the cement kilns to which the Company sends its waste-derived
fuels.

        In order to comply with these regulations, the Company has instituted a
program to augment the air emission control equipment at its affected facilities
and to obtain operating permits, where required. The Company is also working
with the United States EPA and appropriate state and local agencies regarding
the regulation of its parts cleaner and paint spray gun cleaner operations.

        The South Coast Air Quality Management District ("SCAQMD"), the air
district for the greater Los Angeles, California area, has amended its rule
setting the allowable volatile organic compound ("VOC") content of materials
used for remote reservoir repair and maintenance cleaning. The amended rule
will, in effect, ban remote reservoir parts cleaning with solutions containing
VOCs in excess of fifty grams per liter as of January 1, 1999, except in certain
applications. Substantially all of the Company's parts cleaners currently placed
with SCAQMD

                                       8
<PAGE>
customers utilize solvents containing VOCs in excess of fifty grams
per liter. The Company offers aqueous parts cleaning systems which meet the 1999
SCAQMD requirements and is working with its SCAQMD customers to identify which
customers will need to convert their solvent part cleaners to an alternative
cleaning solvent or solution prior to January 1, 1999. In addition, the Company
will continue to actively work with the SCAQMD to identify appropriate
exemptions and develop alternatives to the 1999 VOC limits for materials used
for remote reservoir parts cleaning. The Company expects other Clean Air Act
nonattainment municipalities to consider adopting similar rules.

        CERCLA AND RELATED REQUIREMENTS. The Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA") was originally
enacted in December, 1980, and amended in 1986 by the Superfund Amendments and
Reauthorization Act ("SARA"). CERCLA creates a fund of monies ("Superfund")
which can be used by the EPA and state governments to clean up hazardous waste
sites pending recovery of those costs from defined categories of "potentially
responsible parties" ("PRPs"). Most EPA cleanup efforts are at sites listed or
proposed for listing on the National Priorities List ("NPL"). Various states
have also enacted statutes which contain provisions substantially similar to
CERCLA.

        Generators and transporters of hazardous substances, as well as past and
present owners and operators of sites where there has been a release of
hazardous substances, are made strictly, jointly and severally liable for the
clean-up costs resulting from releases and threatened releases of
CERCLA-regulated "hazardous substances." Under CERCLA, these responsible parties
can be ordered to perform a clean-up, can be sued for costs associated with
private party or public agency clean-up, or can voluntarily settle with the
government concerning their liability for clean-up costs.

        A large portion of the materials collected by the Company are recycled
or converted into materials, such as industrial fuels, which may be used for
another purpose. The amount of material that the Company deposits at waste sites
is accordingly small in relation to the volume of materials collected by the
Company, and the Company is actively engaged in a waste minimization program to
reduce this small amount even further. The Company also sends some of the
materials it collects to selected third party facilities for further treatment,
processing and/or disposal. The Company audits each of these facilities prior to
shipping any materials to attempt to minimize its potential superfund liability
at these sites.

        Most of the Company's CERCLA responsibilities stem from certain historic
disposal practices in the 1970's. These practices were stopped in the
mid-to-late 1970's with the development of expanded recycling technology.

        Proceedings are currently pending involving several sites with respect
to which the Company has been notified by the EPA or the appropriate state
agency that the Company may be a PRP. The Company is participating in settlement
discussions with the parties and the government at these sites. The Company's
volumetric share of the total waste at a majority of these sites is among the
smallest of the PRPs and the Company has a larger volumetric share at a minority
of these sites. From time to time, the EPA requests information from the Company
to ascertain if it may be a PRP at other sites.

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<PAGE>

        COSTS OF INCREASING REGULATIONS AND HIGHER FEES AND TAXES. The Company
continues to be subject to legislation and regulations adopted by federal, state
and local authorities which may impose stricter operating and performance
standards and increased taxes, assessments and fees upon emission sources and
the generators, transporters and handlers of hazardous and nonhazardous waste.
The Company may not be able to pass on the costs associated with such
legislation and regulations to its customers through price increases.

        CAPITAL AND CERTAIN OTHER EXPENDITURES RELATED TO THE ENVIRONMENT. A
portion of the Company's capital expenditures are related to compliance with
environmental laws and regulations. The Company estimates capital spending of
approximately $6 million for the year 1997 and $21 million in the aggregate, for
the years 1998 through 2001 in order to comply with RCRA, the Clean Air Act and
other environmental laws and regulations currently in effect in conjunction with
the Company's existing business.

        In addition to these capital expenditures, the Company may incur costs
in connection with closure activities at certain of its sites. When the Company
discontinues using or, in certain cases, changes the use of a hazardous waste
management unit, formal closure procedures must be followed. These closure
procedures must be approved by federal or state environmental authorities. In
some cases, costs are incurred to complete remedial cleanup work at the site. In
addition, at certain of the Company's other operating sites, remedial cleanup
work is required as part of the RCRA Corrective Action Program or other state
and federal programs. As shown in the Annual Report on the Company's
Consolidated Balance Sheet at page 29 and more fully described in note 10 to the
Consolidated Financial Statements on pages 40-41, the Company has accrued
liabilities of $49.2 million as of December 28, 1996 for remedial cleanup work,
superfund site liability, closure activities and certain other environmental
expenses related to its operating and previously closed sites.

        ENFORCEMENT ACTIONS. The Company's goal is to fully comply with all
environmental regulations and other governmental requirements. The Company has
instituted several programs to enhance compliance, including suspending site
operations if appropriate corrective actions are not taken to remedy potential
defects. The Company conducts regular audits of its facilities to assess
compliance with federal and state environmental and safety laws and regulations.
Any potential deficiencies are identified and a corrective action plan is
prepared and implemented to eliminate the potential defect. In 1996 the Company
conducted over 480 such audits. The Company regularly conducts corporate
training courses and seminars focused on environmental control and safety
regulations, in addition to on-going weekly field training for its site
employees.

        While the Company's goal is to fully comply with all environmental
regulations, given the Company's extensive operations, the technical aspects of
the regulations and the varying interpretations of the requirements from
jurisdiction to jurisdiction, the Company may face government enforcement
proceedings and incur fines and penalties or expenses for remedial work from
time to time. In the majority of situations where proceedings are commenced by
governmental authorities, the matters involved relate to alleged violations of
permits or orders under which the Company operates, or laws and regulations to
which its operations are subject,

                                       10
<PAGE>
and are the result of varying interpretations
of the applicable requirements. Generally, these proceedings result from routine
inspections conducted by federal and state regulatory agencies. In 1991,
throughout its United States facilities, 201 regulatory proceedings were brought
by state or federal authorities against the Company. The number of regulatory
proceedings brought against the Company has declined each year since then: There
were 142 proceedings brought in 1992, 136 in 1993, 130 in 1994, 90 in 1995 and
83 in 1996. Administrative actions are counted in the year notice of the
violation is received by the Company, regardless of when the inspection giving
rise to the action was conducted. Some of the proceedings brought in 1996
resulted from inspections performed in previous years. Of these administrative
actions in 1996, the majority of the alleged deficiencies related to incomplete
or incorrect manifests and other shipping documents and alleged defects in site
operating records, training record keeping and other paperwork. The Company
processed approximately one million manifests and completed several million
individual drum labels in 1996. Throughout its facility network, the Company
maintains over 200 sets of operating records and logs in which millions of
individual entries are made annually. A clerical error on a manifest, drum label
or site paperwork can result in a violation notice.

        From time to time, the Company becomes subject to proceedings in which
governmental authorities may seek fines and/or penalties from the Company which
exceed $100,000 in each case. Two such proceedings were pending against the
Company at December 28, 1996. Two such cases were settled during the first three
quarters of 1996 and were previously disclosed in the Company's quarterly
reports on Form 10-Q. No such cases were settled during the fourth quarter of
1996.

        The Company's practice is to attempt to negotiate resolution of claims
against the Company and its facilities. The Company has to date been able to
resolve cases on generally satisfactory terms. The Company is, however, prepared
to contest claims or remedies which the Company believes to be inappropriate
unless and until satisfactory settlement terms can be agreed upon. The Company
paid in the aggregate approximately $400,000 in 1996 for environmental fines and
penalties.

        POTENTIAL ENVIRONMENTAL LIABILITIES. Based on its past experience and
its knowledge of pending cases, the Company believes it is unlikely that the
Company's actual liability on cases now pending (including enforcement actions
of the type described above and CERCLA or state superfund cases) will be
materially adverse to the Company's financial condition. It should be noted,
however, that many environmental laws are written and enforced in a way in which
the potential liability can be large, and it is always possible that the
Company's actual liability in any particular case or claim will prove to be
larger than anticipated and accrued for by the Company. It is also possible that
expenses incurred in any particular reporting period for remediation costs or
for fines, penalties, or judgments could have a material impact on the Company's
results of operations for that period.



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<PAGE>
FINANCIAL INFORMATION RELATING TO FOREIGN AND DOMESTIC OPERATIONS AND 
INDUSTRY SEGMENTS

        The Company operates primarily in one business segment--providing
businesses with environmentally safe and convenient solutions for managing fluid
waste and other recoverable resources. For a discussion of financial information
relating to foreign and domestic operations and industry segments refer to Note
4 to the Consolidated Financial Statements appearing on page 33 of the Annual
Report.


EXECUTIVE OFFICERS OF THE REGISTRANT

        The executive officers of the Company are:

              NAME           AGE                       POSITION
-------------------------    ---    ----------------------------------
Donald W. Brinckman          66       Chairman of the Board

John G. Johnson Jr.          56       President, Chief Executive Officer and
                                      Director

Hyman K. Bielsky             42       Senior Vice President, General Counsel and
                                      Managing Director, European Operations

Roy D. Bullinger             48       Senior Vice President Business Management
                                      and Marketing

Robert J. Burian             59       Senior Vice President Human Resources

Michael H. Carney            49       Senior Vice President Marketing Services
                                      and Customer Care

Joseph Chalhoub              51       Senior Vice President Operations, Oil
                                      Recovery and Envirosystems

David A. Dattilo             56       Senior Vice President Sales and Service

Scott E. Fore                42       Senior Vice President Environment, Health
                                      and Safety

F. Henry Habicht II          43       Senior Vice President Corporate 
                                      Development and Environment

Robert W. Willmschen Jr.     49       Senior Vice President Finance, Secretary
                                      and Chief Financial Officer

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<PAGE>
Lawrence G. Davenport        54       Vice President Information Systems and
                                      Chief Information Officer

Clark J. Rose                59       Vice President Manufacturing and Technical
                                      Services

Laurence M. Rudnick          51       Treasurer

Clifford J. Schulz           45       Controller and Chief Accounting Officer

        Mr. Brinckman relinquished his post as Chief Executive Officer of the
Company as of December 31, 1994, a position he held since 1968.  He served as
President of the Company from 1968 to August, 1990, and December, 1991
to May, 1993.  Mr. Brinckman was appointed Chairman of the Company's Board of
Directors in August, 1990.  Mr. Brinckman is also a director of Johnson
Worldwide Associates, Inc., Racine, Wisconsin, Paychex, Inc., Rochester,
New York and Snap-On Incorporated, Kenosha, Wisconsin. Mr. Brinckman is
Chairman of the Executive Committee and is a member of the Environmental
Committee.

        Mr. Johnson has been Chief Executive Officer of the Company since
January 1, 1995. He was elected President and a director of the Company in May
1993. He joined Safety-Kleen in January, 1993 as Assistant to the Chairman/CEO.
Prior to joining Safety-Kleen, Mr. Johnson was employed by ARCO since 1958. He
served as Senior Vice President of ARCO Chemical Company since 1986. In 1987, he
became a director and in 1988 was given the added responsibility of President of
ARCO Chemical Americas, a division of ARCO Chemical Company. He is also a
director of McWhorter Technologies, Carpentersville, Illinois.

        Mr. Bielsky was elected Senior Vice President General Counsel in May,
1993. He has also served as the Company's  Managing  Director of its European
operations since 1996.  Mr. Bielsky served as Assistant General Counsel-
Commercial since January, 1990, and as Associate Counsel since joining the
Company in 1987.

        Mr. Bullinger was named Senior Vice President Business Management and
Marketing in June 1994. He served as Vice President Sales--Central Division
since 1985 and as a Regional Manager since joining the Company in 1975.

        Mr. Burian was appointed Senior Vice President Human Resources in
May, 1993. He served as Senior Vice President Administration since August,1990.
Mr. Burian joined the Company in July, 1986, as Vice President Personnel.

        Mr. Carney was named Senior Vice President Marketing Services and
Customer Care in June 1994. He served as Senior Vice President Marketing since
August, 1990 and Vice President Marketing since May, 1987. He joined the Company
in 1976, serving in various marketing positions until his appointment to Vice
President Marketing.


                                       13
<PAGE>
        Mr. Chalhoub was named Senior Vice President Operations, Oil Recovery
and Envirosystems in July, 1995.  Prior to that, he served as Senior Vice
President, Oil Recovery Division since August, 1990.  In August, 1991,
Mr. Chalhoub was assigned the additional responsibilities of overseeing the
processing and engineering departments.  He was President of the Company's
former subsidiary, Breslube Holding Corp., since May, 1987.

        Mr. Dattilo was named Senior Vice President Sales and Service in
August, 1990.  He served as Vice President Corporate Branch Sales and Service
since January, 1980.

        Mr. Fore was elected Senior Vice President Environment, Health and
Safety in May, 1993. He served as Vice President Environment, Health and Safety
since August, 1987, and was previously Associate General Counsel since joining
the Company in 1985.

        Mr. Habicht joined the Company in March, 1993. He served as Senior Vice
President Strategic/Environmental Planning from March, 1993 to July, 1995. In
June, 1994, he assumed responsibility for Safety-Kleen Canada. In July, 1995, he
assumed responsibility for Environment, Health and Safety and Corporate Accounts
and became Senior Vice President of Corporate Development and Environment. Prior
to joining the Company, he served as Deputy Administrator of the U.S.
Environmental Protection Agency from 1989 to 1992.

        Mr. Willmschen was named Senior Vice President Finance in August, 1990.
He served as Vice President Finance and Secretary since February, 1982.

        Mr. Davenport joined the Company in June, 1995 as Vice President
Information Services and Chief Information Officer.  Prior to joining
Safety-Kleen, Mr. Davenport was employed by JB Hunt Transport, Inc. since 1989
and served as Senior Vice President Information Services for that company
since 1992.

        Mr. Rose was named Vice President Manufacturing and Technical Services
in July, 1995.  He served as Vice President Technical Services since  August,
1989 and Manager of Recycle Center Operations since joining the Company in
June, 1984.

        Mr. Rudnick joined the Company in September, 1979, and was appointed
Treasurer in January, 1980.

        Mr. Schulz was named Controller in December, 1994.  He served as
Controller  North American Operations and Assistant Controller Cost and
Inventory since 1991 and 1987, respectively.


                                       14
<PAGE>
ITEM 2.  PROPERTIES

        The Company owns 13 solvent recycling plants in the U.S., Canada, Puerto
Rico, the United Kingdom and Germany. In total, these plants have an annual
recycling capacity of 67 million gallons of parts cleaner solvents and 40
million gallons of halogenated, fluorinated and flammable solvents. The total
storage capacity of these plants is approximately 9.2 million gallons. In
addition, the Company owns 2 fuel blending facilities, located on leased land,
and has an exclusive supply arrangement for its waste-derived fuel with a third
facility. These three facilities have combined storage capacity of approximately
2.2 million gallons.

        The Company owns 2 oil re-refining plants with a combined annual
re-refining capacity of 135 million gallons. These plants are located in
Breslau, Ontario and East Chicago, Indiana.

        The Company leases 5 distribution facilities and owns 3 distribution
facilities in the U.S., United Kingdom and Germany, averaging approximately
45,000 square feet. The Company has 17 accumulation centers across the U.S. Of
these, 14 are owned and 3 are leased. A typical accumulation center is
approximately 8,000 square feet. These centers serve branches by collecting
drums of waste from the Fluid Recovery Service, Dry Cleaner Service, Paint
Refinishing Service and other services. As truck load quantities are collected,
they are transported from the accumulation centers to the recycling plants.

        In North America and Europe, the Company's sales and service
representatives operate out of 230 branch facilities.  Of these, approximately
50% are leased and 50% are owned.  A typical branch is approximately 8,000
square feet.

        The Company owns a 106,000 square foot plant in New Berlin, Wisconsin,
where parts cleaner machines are assembled and buffing pads are manufactured.

        The Company owns a 285,000 square foot corporate headquarters building
located in Elgin, Illinois and a 66,000 square foot Technical Center located in
Elk Grove Village, Illinois.

        The Company operates approximately 2,700 van-type vehicles, 470 straight
tanker-type service vehicles and 950 pieces of over-the-road equipment, most of
which are owned by the Company. The Company also operates approximately 770
leased railroad tanker cars.


ITEM 3.  LEGAL PROCEEDINGS

        Reference is made to "Item 1. Business," subcaption "Regulation," for
information concerning certain environmental matters.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted to a vote of security holders during the
fourth interim period of the fiscal year ended December 28, 1996.


                                       15

<PAGE>
                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The "Market and Dividend Information" appearing on page 43 of the Annual
Report is incorporated herein by reference.


ITEM 6.  SELECTED FINANCIAL DATA

        The "Selected Financial Data" appearing on page 26 of the Annual Report
is incorporated herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

        "Management's Discussion and Analysis of Financial Condition and Results
of Operations" appearing on pages 21-25 of the Annual Report is incorporated
herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The "Report of Independent Public Accountants", Consolidated Financial
Statements and "Notes to Consolidated Financial Statements" appearing on pages
27-41 of the Annual Report are incorporated herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.


                                       16
<PAGE>
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The information set forth under the heading "Executive Officers of the
Registrant" in Part I, Item 1 of this Annual Report on Form 10-K and under the
headings "COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"
and "PROPOSAL 1: ELECTION OF DIRECTORS" in the Company's definitive proxy
statement for the May 9, 1997 Annual Meeting of Shareholders (the "Proxy
Statement") is incorporated herein by reference.


ITEM 11.  EXECUTIVE COMPENSATION

        The information set forth under the heading "EXECUTIVE COMPENSATION" in
the Proxy Statement is incorporated herein by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information set forth under the heading "COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is incorporated
herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information set forth under the headings "EXECUTIVE COMPENSATION,"
"DIRECTORS' COMMITTEES, MEETINGS AND COMPENSATION" and "CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS" in the Proxy Statement is incorporated herein by
reference.



                                       17
<PAGE>


                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

        Item 14(a)1.  List of Financial Statements.

        The following consolidated financial statements of the Company included
        on pages 28-41 of the Annual Report to Shareholders for the year ended
        December 28, 1996 are incorporated herein by reference:

               Consolidated Balance Sheets as of December 28, 1996 and 
               December 30, 1995.

               Consolidated Statements of Operations for the years ended
               December 28, 1996, December 30, 1995 and December 31, 1994.

               Consolidated Statements of Cash Flows for the years ended
               December 28, 1996, December 30, 1995 and December 31, 1994.

               Consolidated Statements of Shareholders' Equity for the years
               ended December 28, 1996, December 30, 1995, and December 31,
               1994.

               Notes to Consolidated Financial Statements.

        Item 14(a)2.  Financial Statement Schedule.

        The following Consolidated Financial Statement Schedule of Safety-Kleen
        Corp. and Subsidiaries is included in response to Item 14(d):

                                                              PAGE NO.
                                                              --------
               Schedule II Allowance for Doubtful Accounts...... 24

               Schedules other than the schedule listed above are omitted as the
               information is not required or not applicable, or the required
               information is shown in the financial statements or notes
               thereto.


                                       18
<PAGE>

<TABLE>
<CAPTION>

        Item 14(a)3.  List of Exhibits.

 NUMBER                              DESCRIPTION
----------  -------------------------------------------------------------------

<S>         <C>
  3.1       Articles of Incorporation of the Registrant.  (4)

  3.2       By-Laws of the Registrant.  (7)

  4.1       Form of Rights Agreement, dated November 9, 1988, between Safety-Kleen
            Corp. and the First National Bank of Chicago.  (1)

  4.2       Indenture Agreement dated August 15, 1989, between Safety-Kleen Corp. and
            the Chase Manhattan Bank, executed in connection with the Company's issuance
            and sale from time to time of up to $200 million aggregate principal amount of
            Debt Securities.  (2)

  4.2.1     Board of Directors' Resolution executed in connection with the
            issuance and sale of $100 million aggregate principal amount
            of 9.25% Senior Notes due September
            15, 1999.  (2)

  4.2.2     Board of Directors' Resolution executed in connection with the future issuance
            and sale of up to $100 million aggregate principal amount of Series A Medium
            Term Notes.  (2)

  4.3       Note Purchase Agreement dated as of January 15, 1995, between Safety-Kleen
            Corp. and certain Purchasers, executed in connection with the Company's
            issuance and sale of its 8.05% Senior Notes due January 30, 1998 in the
            aggregate principal amount of $50 million.  (8)

  10.1      Safety-Kleen Corp. 1985 Stock Option Plan.  (3)*

  10.2      Safety-Kleen Corp. 1988 Non-Qualified Stock Option Plan for Outside Directors.
            (1)*

  10.3      Form of Safety-Kleen Corp. Severance Agreement.  (3)*

  10.3.1    Current Schedule of Participants to Safety-Kleen Corp. Severance Agreement.(9)*

  10.4      Safety-Kleen Corp. 1993 Stock Option Plan.  (5)*

  10.5      Safety-Kleen Corp. Excess Benefit Plan.  (5)*

  10.6      Safety-Kleen 1996 Management Incentive Plan.(9)*

  10.7      Safety-Kleen 1997 Management Incentive Plan*

                                       19
<PAGE>

  10.8      Amended and Restated Credit Agreement dated March 25, 1994, among the
            Chase Manhattan Bank, N.A., the Northern Trust Company, the NBD Bank,
            N.A.  and the First National Bank of Chicago.  (8)

  10.9      Letter Agreement dated March 29, 1995 amending the Amended and
            Restated Credit Agreement dated March 25, 1994, among the
            Chase Manhattan Bank, N.A., the Northern Trust Company, the
            NBD Bank, N.A. and the First National Bank of Chicago.(9)

  13        Annual Report to Shareholders for the year ended December 28, 1996.

  21        Subsidiaries of the Registrant.  (3)

  23        Consent of Experts.

  27        Financial Data Schedule.  (EDGAR Filing Only)

  99.1      Press Release issued February 10, 1997 regarding 1996 results of operations.

-----------------------------
</TABLE>


  (1) Previously filed and incorporated herein by reference from
      Registrant's Current Report on Form 8-K, dated November 10, 1988.

  (2) Previously filed and incorporated herein by reference from
      Registrant's Quarterly Report on Form 10-Q for the twelve weeks
      ended September 9, 1989.

  (3) Previously filed and incorporated herein by reference from
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 29, 1990.

  (4) Previously filed and incorporated herein by reference from
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 28, 1991.

  (5) Previously filed and incorporated herein by reference from
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      January 2, 1993.

  (6) Previously filed and incorporated herein by reference from
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      January 1, 1994.

  (7) Previously filed and incorporated herein by reference from
      Registrant's Quarterly Report on Form 10-Q for the twelve weeks
      ended September 9, 1995.

  (8) Previously filed and incorporated herein by reference from
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1994.

                                       20
<PAGE>

  (9) Previously filed and incorporated herein by reference from
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 30, 1995.

     *Indicates each management or compensatory plan or arrangement
      required to be filed as an exhibit to this form pursuant to Item
      14(c) of this report.

      (Copies of these exhibits can be obtained from the Company for its
      reasonable out-of-pocket expense for furnishing such copies.)


        Item 14(b).  Reports on Form 8-K.

     The Company did not file any Reports on Form 8-K during the fiscal year
ended December 28, 1996.  On March 11, 1997, the Company issued a press 
release reporting that it anticipated net earnings for the first quarter,
ending March 27, 1997, will be approximately $0.20 per share.  The press
release was filed on Form 8-K on March 12, 1997.
        



                                       21
<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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.


                             SAFETY-KLEEN CORP.

Date:  March 27, 1997        By:  /s/ ROBERT W. WILLMSCHEN JR.
       --------------             -----------------------------
                                  SENIOR VICE PRESIDENT FINANCE
                                  AND SECRETARY

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the date indicated.

<TABLE>

            SIGNATURE                                TITLE                         DATE
-----------------------------------------------------------------------------------------------

<S>                                 <C>                                        <C>

      /S/ DONALD W. BRINCKMAN
        Donald W. Brinckman         Chairman of the Board                      March 27, 1997

       /S/ JOHN G. JOHNSON, JR.
        John G. Johnson, Jr.        President, Chief Executive
                                    Officer and Director                       March 27, 1997

    /S/ ROBERT W. WILLMSCHEN, JR.
     Robert W. Willmschen, Jr.      Senior Vice President Finance,
                                    Chief Financial Officer                    March 27, 1997

       /S/ CLIFFORD J. SCHULZ
         Clifford J. Schulz         Controller, Chief Accounting Officer       March 27, 1997

         /S/ RICHARD T. FARMER
         Richard T. Farmer          Director                                   March 27, 1997

         /S/ RUSSELL A. GWILLIM
         Russell A. Gwillim         Director                                   March 27, 1997

          /S/ EDGAR D. JANNOTTA
         Edgar D. Jannotta          Director                                   March 27, 1997

             /S/ KARL G. OTZEN
           Karl G. Otzen            Director                                   March 27, 1997

           /S/ PAUL D. SCHRAGE
          Paul D. Schrage           Director                                   March 27, 1997

         /S/ MARCIA E. WILLIAMS
         Marcia E. Williams         Director                                   March 27, 1997

           /S/ W. GORDON WOOD
           W. Gordon Wood           Director                                   March 27, 1997

</TABLE>
                                       22
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and
Shareholders of Safety-Kleen Corp.:

        We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in the Safety-Kleen
Corp. annual report to shareholders incorporated by reference into this Form
10-K, and have issued our report thereon dated February 6, 1997. Our audit was
made for the purpose of forming an opinion on the basic consolidated financial
statements taken as a whole. The Supplemental Schedule II is the responsibility
of the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects, the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.


                                                /S/   ARTHUR ANDERSEN LLP

Chicago, Illinois
February 6, 1997

                                       23
<PAGE>


                                                                    SCHEDULE II
<TABLE>
<CAPTION>

                       SAFETY-KLEEN CORP. AND SUBSIDIARIES

                         ALLOWANCE FOR DOUBTFUL ACCOUNTS

                   FOR THE THREE YEARS ENDED DECEMBER 28, 1996




                                                                  FISCAL YEAR ENDED
                                            DECEMBER 28, 1996     DECEMBER 30, 1995       DECEMBER 31, 1994
                                                              (EXPRESSED IN THOUSANDS)
<S>                                            <C>                     <C>                     <C>
Balance at beginning of year                   $ 7,969                 $ 8,868                 $ 8,432
Provision charged to operating expenses          4,556                   4,225                   5,067
Write-offs net of recoveries                    (4,109)                 (5,124)                 (4,631)
                                               -------                 -------                 -------
Balance at end of year                         $ 8,416                 $ 7,969                 $ 8,868
                                               =======                 =======                 =======
</TABLE>


                                       24