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

     (Mark One)

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

               For the quarterly period ended   March 31, 1997   

                [  ] 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 33-76200 

                                 ERD WASTE CORP.
                  (Exact name of registrant as specified in its charter)


           Delaware                               11-3121813           
(State or other jurisdiction of                (I.R.S. Employer
Identification No.)                            Identification No.)



              937 East Hazelwood Avenue, Bldg. 2, Rahway, NJ 07065
                   (Address of principal executive offices) Zip Code)


                                 (908) 381-9229                   
                  (Registrant's telephone number, including area code)


     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     


     Number of shares  outstanding of the issuer's class of  common stock, $.001
par value, as of May 12, 1997: 6,896,743


                                 ERD WASTE CORP.
                                AND SUBSIDIARIES


Item 1 - Financial Statements.

          ERD Waste Corp. and Subsidiaries Consolidated Financial Statements for
the six month and three month periods ended March 31, 1997 (Unaudited).


                          INDEX TO FINANCIAL STATEMENTS


                                                                      PAGE #


Index to Financial Statements                                             F-1

Consolidated Balance Sheets - March 31, 1997
      (Unaudited) and September 30, 1996                                  F-2
       
Consolidated Statements of Operations - for the 
       six months ended March 31, 1997 and 1996 (Unaudited)               F-3

Consolidated Statements of Operations - for the 
       three months ended March 31, 1997 and 1996 (Unaudited)             F-4

Consolidated Statements of Stockholders' Equity - 
          March 31, 1997 (Unaudited) and September 30, 1996               F-5

Consolidated Statements of Cash Flows - for the 
          six months ended March 31, 1997 and 1996 (Unaudited)            F-6

Notes to Consolidated Financial Statements                                F-7




                                       F-1


                        ERD WASTE CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                                               March 31,        September 30,
                                                 1997               1996     
                                             (Unaudited)
                            ASSETS

CURRENT ASSETS:
  Cash and cash equivalents               $     211,478       $        61,725
  Restricted certificates of deposit          1,207,282             1,655,363
  Accounts receivable, less allowance
    for doubtful accounts of $708,734
     and $1,042,833 respectively             10,154,611            11,631,456
  Prepaid expenses and other current assets   1,862,750             1,991,860
  Inventory                                     272,764               335,595
  Deferred income taxes                         750,000               750,000
              TOTAL CURRENT ASSETS           14,458,885            16,425,999

PROPERTY, PLANT and EQUIPMENT, less accumulated
  depreciation of $840,109 and $458,902
  respectively                                8,299,152             8,315,235

OTHER ASSETS:
  Goodwill, less accumulated amortization     9,642,078             9,800,045
  Covenants not to compete,
    less accumulated amortization               186,665               214,665
  Deferred tax benefit, less current portion  7,291,208             7,052,069
                 TOTAL OTHER ASSETS          17,119,951            17,066,779

                                         $   39,877,988        $   41,808,013


                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                       $    6,349,437        $     8,863,276
  Accrued expenses and taxes payable          3,900,536              5,197,162
  Current portion- notes payable              3,185,264              2,046,885
           TOTAL CURRENT LIABILITIES         13,435,237             16,107,323

LONG-TERM DEBT, less current portion         14,159,164             14,255,499

OTHER LONG TERM PAYABLES                      4,654,371              5,088,000

STOCKHOLDERS' EQUITY:
  Preferred stock, authorized 2,000,000
   shares, $.001 par value; none issued
   and outstanding                                 -                     -    
  Common stock, authorized 15,000,000
    shares, $.001 par value;
    6,896,743 and 5,882,782 shares issued
    and outstanding, respectively                 6,897                  5,883
  Additional paid in capital                 12,186,269             10,556,550
  Retained earnings (deficit)                (4,563,950)            (4,205,242)
             TOTAL STOCKHOLDERS' EQUITY       7,629,216              6,357,191

                                          $  39,877,988        $    41,808,013


                       See notes to financial statements.

                                       F-2


                        ERD WASTE CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                       Six Months ended      
                                                           March 31,         
                                                      1997         1996     
                                                          (Unaudited)
REVENUES:
     Net sales                                    $ 16,671,256   $  5,494,052
                                                           
COST OF SALES                                       10,413,588      1,919,645  

     GROSS PROFIT                                    6,257,668      3,574,407  

OPERATING EXPENSES:                               
     Selling, general and
         administrative expenses                     5,779,265      2,171,858
     Depreciation                                      402,593        220,860
     Amortization                                      236,984         46,662
     TOTAL OTHER OPERATING EXPENSES                  6,418,842      2,439,380
     
INCOME (LOSS) FROM OPERATIONS                       (  161,174)     1,135,027

OTHER INCOME AND EXPENSES:
     Interest and dividend income                       32,744         70,119
     Interest expense                                 (574,045)       (67,524)
     Other, net                                        104,628         33,302
     TOTAL OTHER INCOME AND EXPENSES                  (436,673)        35,897

INCOME (LOSS) FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES                                (  597,847)     1,170,924

PROVISION FOR INCOME TAXES                          (  239,139)       550,078

INCOME (LOSS) FROM CONTINUING OPERATIONS            (  358,708)       620,846

DISCONTINUED OPERATIONS:                               
     Income from operations,
        net of income taxes  of
        approximately $ -, and
        $124,850 respectively                             -           263,161
     INCOME FROM
        DISCONTINUED OPERATIONS                           -           263,161

NET INCOME (LOSS)                                 $ (  358,708)   $   884,007

INCOME (LOSS) PER SHARE: 


     INCOME (LOSS) FROM 
       CONTINUING OPERATIONS                     $ (     0.06)   $       0.10
                                   
     INCOME FROM
       DISCONTINUED OPERATIONS                   $       -       $       0.05
                                   
     NET INCOME (LOSS)
       PER COMMON SHARE                          $ (     0.06)   $       0.15

     WEIGHTED AVERAGE
       NUMBER OF SHARES                              6,209,362      5,825,111



                       See notes to financial statements.

                                       F-3


                        ERD WASTE CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                        Three Months ended
                                                              March 31,
                                                         1997         1996
                                                           (Unaudited)
REVENUES:
     Net sales                                     $  7,675,689   $  2,200,534

COST OF SALES                                         5,301,609      1,064,122

     GROSS PROFIT                                     2,374,080      1,136,412

OPERATING EXPENSES:                               
     Selling, general and
         administrative expenses                      2,650,931        658,820
     Depreciation                                       210,932        110,430
     Amortization                                       142,612         23,331
     TOTAL OTHER OPERATING EXPENSES                   3,004,475        792,581

INCOME (LOSS) FROM CONTINUING OPERATIONS             (  630,395)       343,831

OTHER INCOME AND EXPENSES:                                  
     Interest and dividend income                         9,899)        17,468
     Interest expense                                (  259,618)    (   33,762)
     Other, net                                          40,654         16,651
     TOTAL OTHER INCOME AND EXPENSES                 (  209,065)           357

INCOME (LOSS) FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES                                 (  839,460)       344,188

PROVISION FOR INCOME TAXES                           (  335,784)       146,047

INCOME FROM CONTINUING OPERATIONS                    (  503,676)       198,141

DISCONTINUED OPERATIONS:                               
     Income from operations,
        net of income taxes  of
        approximately $ -, and
        $124,850 respectively                              -            75,891
     INCOME FROM
        DISCONTINUED OPERATIONS                            -            75,891

NET INCOME (LOSS)                                  $ (  503,676)  $    274,132

INCOME (LOSS) PER SHARE: 


     INCOME (LOSS) FROM 
       CONTINUING OPERATIONS                       $ (     0.08)  $       0.03
                                   
     INCOME FROM
       DISCONTINUED OPERATIONS                     $       -      $       0.01
                                   
     NET INCOME (LOSS)
       PER COMMON SHARE                            $ (     0.08)  $       0.04

     WEIGHTED AVERAGE
       NUMBER OF SHARES                               6,537,957      5,832,782


                       See notes to financial statements.

                                       F-4


                        ERD WASTE CORP. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


                                                                   Retained
                                    Common Stock         Paid in   Earnings
                                 Shares      Amount      Capital   (Deficit)    
Total


Balance-

January 31, 1995      3,837,500  $  3,838  $    169,266 $   749,308  $ 922,412

Common shares
 issued in connection
 with public offering 2,250,000     2,250    12,110,720         -   12,112,970

Reacquisition of
   common  shares      (300,000)     (300)   (2,018,600)   (131,100)(2,150,000)

  Issuance of common
   shares in connection
   with the acquisition
   of EATS, Inc.         45,282        45       226,365          -      226,410

  Net income               -            -          -       2,227,631  2,227,631

Balance-
  January 31, 1996    5,832,782     5,833    10,487,751   12,845,839 13,339,423

Issuance of
   common stock          50,000        50        68,799       -          68,849

  Net loss                -            -           -     (7,051,081)(7,051,081)

Balance-
  September 30, 1996  5,882,782     5,883    10,556,550  (4,205,242)  6,357,191

Issuance of
  common stock        1,013,961     1,014     1,629,719        -      1,630,733

  Net loss                 -          -           -     (  358,708)   (358,708)

Balance-
  March 31, 1997      6,896,743    $6,897   $12,186,269 $(4,563,950) $7,629,216
   (Unaudited)

                       See notes to financial statements.

                                       F-5


                        ERD WASTE CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                           Six months ended
                                                               March 31,
                                                          1997          1996
                                                             (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                 $    (358,708)   $884,007
  Adjustments to reconcile net income
    (loss) to net cash provided by
    operating activities:
   Depreciation                                           402,593     220,860
   Amortization                                           236,984      46,662
   Gain on sale of assets                                (  8,058)        -
   Provision for deferred
    income tax                                           (239,139)        -

  Changes in assets and liabilities
   (net of effects from purchase of ENSA):
  (Increase) decrease in
    accounts receivable                                 1,476,845  (1,401,439)
  Decrease  in inventory                                   62,831    (193,787)
  (Increase) decrease in
    prepaid expenses and
    other  current assets                                 129,110    (661,986)
  (Increase)  decrease in other assets                       -         80,838
  Increase (decrease) in
    accounts payable and
    accrued expenses                                   (3,861,482)  3,275,362
  Increase in income
    taxes payable                                          -         (455,962)
                                                       -----------  ---------- 
                                                       (1,800,316)    910,548

NET  CASH   PROVIDED  BY
  (USED IN)  OPERATING  ACTIVITIES                     (2,159,024)  1,794,555

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                 (  476,452) (1,157,500)
  Proceeds from sale of assets                             98,000         - 

                                                       (  378,452) (1,157,500)


CASH FLOWS FROM FINANCING ACTIVITIES:
 Notes payable                                            608,415  (3,420,786)
 Issuance of common stock                               1,630,733     295,214
 Decrease (increase) in
   restricted certificates
   of deposit                                             448,081   1,609,338
NET CASH  PROVIDED BY  FINANCING ACTIVITIES             2,687,229  (1,516,234)

NET INCREASE (DECREASE) IN  CASH                          149,753  (  879,179)

CASH, at  beginning of period                              61,725   1,102,559

CASH, at end of  period                               $   211,478   $ 223,380

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for:
  Interest                                            $   630,423  $   67,524
  Income taxes paid                                   $      -     $       -


                       See notes to financial statements.

                                       F-6


                                 ERD WASTE CORP.
                                and subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1 - Basis of Presentation:

       In  the opinion  of management,  the accompanying  unaudited consolidated
financial  statements  contain  all   adjustments  (consisting  of  only  normal
recurring accruals) necessary to present  fairly the financial position, results
of operations, and cash  flows for the periods presented.  The results have been
determined  on  the  basis  of  generally  accepted  accounting  principles  and
practices, applied consistently.

       The  condensed  consolidated  financial  statements  should  be  read  in
conjunction with the Company's Annual Report on Form 10-KSB for the eight months
ended September 30, 1996, which is incorporated herein by reference.

Note 2 - Acquisition of Environmental Services of America, Inc. ("ENSA")

      On  May 5, 1996, ENSA Acquisition Corp. ("EAC"), a wholly owned subsidiary
of the Company, acquired  approximately 93% of ENSA's outstanding common
stock through a tender offer whereby the shareholders of ENSA received $1.66 for
each share owned.   The Company  intends to  purchase the remaining  outstanding
shares of ENSA  in a subsequent "mop up".  The  total cost of the acquisition is
currently estimated at  $10,000,000 which includes amounts paid  to shareholders
of ENSA  and related legal and  other professional costs  incurred in completing
the  transaction.   The transaction  is  accounted for  as a  purchase, and  the
financial results of ENSA are reported prospectively beginning in May, 1996.

     The net  assets of ENSA  at the time  of acquisition, after  adjustment for
environmental, accounts  receivable, legal, and other  reserves were $1,102,949.
The allocation  of the  purchase price and  estimates of certain  liabilities is
subject to revision.

     Effective  October 1,  1995, the  Company acquired  the assets  and assumed
certain   liabilities  of   Environmental  Absorption   Technologies,  Inc.,   a
manufacturer of recyclable  products used  to absorb oil  and petroleum  spills.
The  acquisition was  recorded as  a purchase.   The  initial purchase  price of
approximately  $592,000 was  paid by  the issuance  of 45,282  shares of  common
stock, cash of $343,000, and the assumption of specified liabilities.


Note 3 - Loan From Principals and Affiliates

      During the  six months ended  March 31,  1997, the Company's  Chairman and
Chief Executive Officer loaned the Company $300,000.   The advance is secured by
a short  term note bearing  interest at 2% above  the prime lending  rate of the
Company's commercial bank.

      In February 1997,  the Company borrowed $500,000 from an  affiliate of its
Chairman and Chief Executive Officer.  The loan is secured by  a short term note
bearing interest at 2% above the  prime lending rate of the Company's commercial
bank.

Note 4 - Private Offering of Stock

     In December 1996,  the Company commenced  a private offering if  its common
stock in the form  of Units.  The private placement calls for  the sale of up to
150 Units  (but not less  than 20 Units)  at a price of  $25,000 per Unit.   The
Units  consist of a number  of common shares and an  equal number of warrants to
purchase common shares.  The number of shares (and warrants) is to be determined
by dividing the purchase price per Unit by 90% of the average closing  bid price
for the Company's  common stock for the ten  trading days immediately preceding
the date of  the closing of the  offering.  Through March 31,  1997, the Company
has  issued 813,961 shares  of its common  stock and received  $1,269,492 in net
proceeds from the private placement.


                                       F-7

PART I - FINANCIAL INFORMATION


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

     The Company is a  diversified waste management company specializing  in the
management and disposal of municipal solid waste, industrial and commercial non-
hazardous solid  waste and  hazardous waste  and  provides brokerage,  advisory,
consulting and  technical services to generators of waste.  The Company owns and
operates three strategically  located RCRA part  B permitted Treatment,  Storage
and  Disposal   Facilities  and  provides   environmental  services   including:
consulting, technical contracting, tank management, site remediation, indoor and
outdoor air quality testing and monitoring services and equipment; and technical
support services related to all of the foregoing.  The Company also manufactures
absorbent  products  for  use  in  various  industrial, marine,  automotive  and
janitorial applications and recently began recycling oil filters.  

Results of Operations:


     The  following table  sets forth  the operating  data of  the company  as a
percentage of revenues for the periods indicated: 


                                        Six Months Ended
                                           March 31, 
                                        1997       1996 

Revenues                               100.0%     100.0%

Cost of sales                           62.5       34.9

  Gross margin                          37.5       65.1

Selling, general and administrative
      expenses                          34.7       39.5
Depreciation and amortization            3.8        4.9
                                        38.5       44.4

Income from operations                  (1.0)      20.7
     Other, net                         (2.6)       0.6
Income before income taxes              (3.6)      21.3
          Provision for income taxes    (1.4)      10.0
Net income from continuing operations   (2.2)      11.3
Discontinued operations                   -         4.8
Net income                              (2.2)%     16.1% 

     Revenues:    For  the  first  six  months  of  fiscal  1997,  revenues were
$16,671,256, an  increase of $11,177,204 over  revenues from the  same period of
the previous year.   The increase  in sales was primarily  due to the  May, 1996
acquisition  of  more  that  90  percent of  the  outstanding  common  stock  of
Environmental Services of America,  Inc.  The Company typically  reports reduced
revenues during  the winter months.   Revenues during the winter  months of 1997
were  further reduced primarily as a result  of adverse industry reaction to the
discontinuance of the  Company's Long Beach Facility as well as the strain on
the Company's resources, both in terms of the expenses incurred and the
management time required in addressing the issues related to the Long Beach
Facility.   The Company  believes it has adequately addressed this issue and
does not anticipate continued adverse reaction.

A summary of consolidated revenues by business segment is as follows:

                                     Six Months Ended  Six Months Ended
                                     March 31,1997     March 31, 1996    

                                        $         %         $         %   

ERD-IL                                531,585   3.2%      827,401   37.6% 

AMTI                                  384,103   2.3%      642,556   29.2% 

ERD-IN                                650,000   3.9%      125,430    5.7% 

TSD Facilities                      5,460,977  32.8%         -       0.0% 

Consulting                          6,960,119  41.7%         -       0.0% 

Remediation                         2,684,472  16.1%      605,147    27.5%
                                  $16,671,256 100.0%   $2,200,534   100.0%
  

     On a proforma basis, sales for the six months ended March 31, 1997 declined
approximately $5,500,000 from the comparable period the prior year. Management
believes the decline in sales is due, in part, to the negative publicity
generated from the closure of the Long Beach Facility.

The  following   summarized  proforma  financial   information  from  continuing
operations assumes the  acquisitions occurred at October  1, 1995, and  does not
purport  to be indicative of what would  have occurred had the acquisitions been
made as of that date:

                                Six Months Ended         Six Months Ended
                                 March 31, 1997           March 31, 1996 

Net sales                          $16,671,256              $21,105,549

Net loss                           $  (358,708)             $  (509,445) 

Loss per common share              $      (.06)             $      (.09)


                                        2


     Cost of Sales:  For the six months ended March 31, 1997, cost of sales rose
$8,493,943  over the  comparable period  for the  prior year.   The  increase is
primarily  due to the increased sales.   In addition, the businesses started and
acquired by the Company over the last year operate with higher direct costs as a
percentage of  sales compared to  the Company's other  businesses.  The  Company
also encountered higher  than expected costs during  the winter months  of 1997.
The Company does not expect this trend to continue.

     Gross Profit:   Compared to the same period of the prior year, gross profit
on sales  increased $2,683,261 to $6,257,668  in the first six  months of fiscal
1997, as a  result of  the increase in  sales.   Gross profit margins  declined,
however, from 65.1 percent of  sales to 37.5 percent  of sales.  The decline  in
the margin percentage was primarily due  to the Company's new acquisitions which
operate at lower profit margins.

     Selling,  general,  and  administrative  expenses:  Selling,  general,  and
administrative expenses were  $5,779,265 in the first six months of fiscal 1997,
compared to $2,171,858 in  the same period  of the previous fiscal  year.  As  a
percentage of  sales, selling, general and administrative expenses declined from
39.5 percent in the first six months of fiscal 1996 to 34.7 percent in the first
six months of fiscal 1997.

     The Company reduced operating  expenses as a percentage  of sales by  staff
reductions, consolidation of duplicative  administrative/accounting departments,
and  the  implementation of  strict fiscal  controls  at the  acquired entities.
Similar efforts are expected to continue. 

     Depreciation  and amortization:   Depreciation  and amortization  rose from
$267,522 in the first six months of fiscal 1996 to $639,677 in fiscal 1997. 

     Interest  expense:  Interest expense rose  $506,521 in the first six months
of fiscal 1997 as compared to the same  period of fiscal 1996.  The increase  in
interest expense is primarily  due to additional bank borrowings  of $11,900,000
and indebtedness of ENSA  of approximately $1,039,000 which the  Company assumed
upon acquisition.

     Net Income from Continuing Operations:   For the six months ended March 31,
1997,  net loss  was $358,708  ($.06 per  share) as  compared to  net  income of
$620,846  ($0.10 per share) for  the for six months ended  March 31, 1996, a 158
percent decrease.  The decrease is primarily attributable to the increase in the
Company's interest expense and increased costs during the winter months.

     Discontinued Operations:  For the six months ended March 31, 1997, net loss
from  discontinued  operations  amounted to  $19,463,  net  of  income taxes  of
approximately $12,976 on  revenues of  $2,359,906.  At  September 30, 1996,  the
Company had recorded a loss on disposal  of its Long Beach Facility amounting to
$7,500,000  which  included   an  estimate  of  operating   income  through  the
termination date.  As  a result of this accrual  at September 30, 1996,  the net
loss from  discontinued operations for the  six months ended March  31, 1997 has
been reflected as a decrease in accrued expenses payable.

LIQUIDITY AND CAPITAL RESOURCES:

     On  March 31,  1997, the  Company  had working  capital of  $(1,026,648) as
compared  to working capital of  $318,676 at September  30, 1996.  At March 31,
1997,  the Company  did  not meet  some  of its  covenants  under the  loan
agreement and the bank was  unable to produce waivers in time for  the filing of
this Form 10QSB.  Based on discussions with an appropriate bank officer, 
management believes that it will be able to obtain the appropriate waivers
within the next two weeks.  In the event the bank does not issue the waivers,
the $7,500,00 loan from the bank due on April 1, 1998 will be reclassified as a
current liability.  

     During the six months ended March 31, 1997, the Company utilized
approximately $1,800,000 of cash in it's operating activities.  This was
primarily a result of the reduction in accounts payable and accrued expenses
amounting to approximately $3,860,000.  This reduction was partially funded by
equity funds raised in the Company's private placement, loans from principals
and affiliates and collection of accounts receivable.  The Company is currently
seeking to refiance its long term credit facility and provide the Company with
additional working capital.
  
     The Company needs additional financing to support its operations, to 
complete the purchase of the remaining ENSA Common Stock, as well as to provide
necessary working capital for  the Company.  Among the  sources of funds being
pursued by the Company are: 

          1) private placement of common stock;
          2) additional funding from commercial banks;
          3) replacement  of  restricted  certificates  of  deposits  with
             payment bonds; and,
          4) subordinated and/or convertible debt financing. 

                                        3


                           PART II - OTHER INFORMATION


Item 1     Legal Proceedings.

           On April 10, 1997, the Company entered into a Consent Order with the
Attorney General of the State of New York and the New York State Department of
Environmental Conversation.  The Order provides that the Company will
permanently cease operation of its Long Beach, New York facility both as an 
incinerator and as a solid waste transfer station, effective April 10, 1997.
The Consent Order also defines the obligations of the Company with respect to
the closure of the site pursuant to its permit, the cost of which the Company 
does not anticipate at this time to be material. Upon completion and approval
of the implimentation of the closure plan provided for in the Consent Order,
the Company will receive a Release and Covenant Not to Sue by the State for
any investigation or remediation of site conditions addressed by the closure
plan.  The Consent Order does not resolve the claims between the Company and
the City of Long Beach, including all claims arising under the Disposal
Agreement and the leases relating to the facility.

Item 2     Changes in Securities.

           During  the three  months  ended March  31,  1997, the  Company  sold
542,121 shares  of  its Common  Stock  and warrants  to purchase  an  additional
542,121 shares of  its Common  Stock.  Net  proceeds from  the sale amounted  to
$849,870.

Item 3     Defaults Upon Senior Securities.

           None.

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

           None.

Item 5     Other Information.

           Effective  May 9,  1997,  the listing  of  the Company's  shares  was
           switched to the NASDAQ Small Cap Market from the NASDAQ
           National Market.

Item 6     Exhibits and Reports on Form 8-K.

           a) Exhibits - None

           b) Reports on Form 8-K 

                 None


                                        4

                                   SIGNATURES

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.


                                 ERD WASTE CORP.
                                  (Registrant)



 May 20, 1997                            s/s Joseph Wisneski              
        Date                             Joseph Wisneski
                                         President



 May 20, 1997                           s/s Kenneth S. Weiner            
        Date                             Kenneth S. Weiner
                                         Chief Financial Officer