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

     (Mark One)

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

             For the quarterly period ended   December 31, 1996   

               [  ] 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 February 14, 1997: 6,751,270



                                 ERD WASTE CORP.
                                AND SUBSIDIARIES


Item 1 - Financial Statements.
         ---------------------
          ERD Waste Corp. and Subsidiaries Consolidated Financial Statements for
the three months ended December 31, 1996 (Unaudited).


                          INDEX TO FINANCIAL STATEMENTS


                                                              PAGE #
                                                              ------

Index to Financial Statements                                    F-1

Consolidated Balance Sheets - December 31, 1996
      (Unaudited) and September 30, 1996                         F-2
       
Consolidated Statements of Operations - for the 
     three months ended December 31, 1996 and 1995 (Unaudited)   F-3


Consolidated Statements of Stockholders' Equity - 
     December 31, 1996 (Unaudited) and September 30, 1996        F-4

Consolidated Statements of Cash Flows - for the 
     three months ended December 31, 1996 and 1995 (Unaudited)   F-5

Notes to Consolidated Financial Statements                       F-6


                                       F-1

                        ERD WASTE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                             December 31,       September 30,
                                                 1996               1996     
                                             ------------       -------------
                            ASSETS

CURRENT ASSETS:
  Cash and cash equivalents               $      75,410       $        61,725
  Restricted certificates of deposit          1,606,426             1,655,363
  Accounts receivable, less allowance
    for doubtful accounts of $1,101,829 
     and $1,042,833 respectively             10,794,438            11,631,456

  Prepaid expenses and other current assets   1,611,689             1,991,860
  Inventory                                     370,903               335,595
  Deferred income taxes                         750,000               750,000
                                             ----------            ----------
              TOTAL CURRENT ASSETS           15,208,866            16,425,999
                                             ----------            ----------

PROPERTY, PLANT and EQUIPMENT, less accumulated
  depreciation of $650,563 and $458,902
  respectively                                8,477,036             8,315,235
                                             ----------            ----------
OTHER ASSETS:
  Goodwill, less accumulated amortization     9,705,673             9,800,045
  Covenants not to compete,
    less accumulated amortization               200,665               214,665
  Deferred tax benefit, less current portion  6,905,408             7,052,069
                                             ----------            ----------
                 TOTAL OTHER ASSETS          16,811,746            17,066,779
                                             ----------            ----------

                                         $   40,497,648        $   41,808,013
                                             ==========            ==========

                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                       $    7,337,079        $    8,863,276
  Accrued expenses and taxes payable          4,625,432             5,197,162
  Current portion- notes payable              2,083,432             2,046,885
                                             ----------            ----------
           TOTAL CURRENT LIABILITIES         14,045,943            16,107,323
                                             ----------            ----------

LONG-TERM DEBT, less current portion         14,205,683            14,255,499
                                             ----------            ----------

OTHER LONG TERM PAYABLES                      4,963,000             5,088,000
                                             ----------            ----------
COMMITMENTS and CONTINGENCIES                      -                     -    
                                             ----------            ----------
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;
    6,354,602 and 5,882,782 shares issued
    and outstanding, respectively                 6,355                 5,883
  Additional paid in capital                 11,336,941            10,556,550
  Retained earnings (deficit)                (4,060,274)           (4,205,242)
                                             ----------            ----------
             TOTAL STOCKHOLDERS' EQUITY       7,283,022             6,357,191
                                             ----------            ----------

                                          $  40,497,648        $   41,808,013
                                             ==========            ==========

                       See notes to financial statements.

                                       F-2


                        ERD WASTE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        Three Months ended
                                                            December 31,
                                                         1996         1995
                                                         ----         ----
REVENUES:
     Net sales                                     $  8,995,567   $  3,293,518

COST OF SALES                                         5,111,979        855,523
                                                      ---------      ---------

     GROSS PROFIT                                     3,883,588      2,437,995
                                                      ---------      ---------

OPERATING EXPENSES:                               
     Selling, general and
         administrative expenses                      3,128,334      1,513,038
     Depreciation                                       191,661        110,430
     Amortization                                        94,372         23,331
                                                      ---------      ---------
     TOTAL OTHER OPERATING EXPENSES                   3,414,367      1,646,799
                                                      ---------      ---------
INCOME FROM OPERATIONS                                  469,221        791,196
                                                      ---------      ---------
OTHER INCOME AND EXPENSES:                                  
     Interest and dividend income                        22,845         52,651
     Interest expense                                  (314,427)       (33,762)
     Other, net                                          63,974         16,651
                                                      ---------      ---------
     TOTAL OTHER INCOME AND EXPENSES                   (227,608)        35,540
                                                      ---------      ---------
INCOME FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES                                    241,613        826,736

PROVISION FOR INCOME TAXES                               96,645        404,031
                                                      ---------      ---------
INCOME FROM CONTINUING OPERATIONS                       144,968        422,705
                                                      ---------      ---------
DISCONTINUED OPERATIONS:                               
     Income from operations,
        net of income taxes  of
        approximately $ - , and
        $124,850 respectively                             -            187,270
                                                      ---------      ---------
     INCOME FROM
        DISCONTINUED OPERATIONS                           -            187,270
                                                      ---------      ---------
NET INCOME                                         $    144,968   $    609,975
                                                      =========      =========

INCOME PER SHARE:                               

     INCOME FROM 
       CONTINUING OPERATIONS                       $       0.03   $       0.07
                                                      =========      ========= 
     INCOME FROM
       DISCONTINUED OPERATIONS                     $       -      $       0.03
                                                      =========      =========  
     NET INCOME
       PER COMMON SHARE                            $       0.03   $       0.10
                                                      =========      =========
     WEIGHTED AVERAGE
       NUMBER OF SHARES                               5,887,910      5,817,524
                                                      =========      =========

                       See notes to financial statements.

                                       F-3

                        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  INCOME (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            471,820       472      780,391       -       780,863

NET INCOME                   -           -           -      144,968    144,968
                        ---------  --------  ----------- ----------- ---------
BALANCE-
  DECEMBER 31, 1996     6,354,602    $6,355  $11,336,941$(4,060,274)$7,283,022
                        =========  ========  =========== =========== =========

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       F-4


                        ERD WASTE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                          THREE MONTHS ENDED
                                                              DECEMBER 31,
                                                          1996          1995
                                                          ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME                                       $     144,968  $   609,975
                                                      ----------    ---------
  ADJUSTMENTS TO RECONCILE NET INCOME
    TO NET CASH PROVIDED BY
    OPERATING ACTIVITIES:
   DEPRECIATION                                          191,661      110,430
   AMORTIZATION                                           94,372       23,331
   PROVISION FOR DEFERRED
    INCOME TAX                                           146,665          -
   ISSUANCE FOR COMMON STOCK
    FOR SERVICES                                              -        68,849

  CHANGES IN ASSETS AND LIABILITIES
   (NET OF EFFECTS FROM PURCHASE OF ENSA):
  (INCREASE) DECREASE IN
    ACCOUNTS RECEIVABLE                                  837,018     (351,043)
  (INCREASE) IN INVENTORY                               ( 35,308)     104,183
  (INCREASE) DECREASE IN
    PREPAID EXPENSES AND
    OTHER CURRENT ASSETS                                 380,171      767,912
  (INCREASE) DECREASE IN OTHER ASSETS                     13,996      (91,001)
  INCREASE (DECREASE) IN
    ACCOUNTS PAYABLE AND
    ACCRUED EXPENSES                                  (2,097,927)     963,621
  INCREASE IN INCOME
    TAXES PAYABLE                                             -      (112,805)
                                                      ----------   ----------
                                                        (469,352)   1,483,477
                                                      ----------   ----------
NET CASH PROVIDED BY (USED IN)
    OPERATING  ACTIVITIES                               (324,384)   2,093,452
                                                      ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:

  CAPITAL EXPENDITURES                                  (353,462)    (503,134)
                                                      ----------   ----------
                                                        (353,462)    (503,134)
                                                      ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 NOTES PAYABLE                                          (138,269)  (3,418,903)
 ISSUANCE OF COMMON STOCK                                780,863      226,365
 DECREASE IN
   RESTRICTED CERTIFICATES
   OF DEPOSIT                                             48,937    1,750,000
                                                       ---------   ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                691,531   (1,442,538)
                                                       ---------   ----------
NET INCREASE IN CASH                                      13,685      147,780

CASH, AT  BEGINNING OF PERIOD                             61,725    1,102,559
                                                       ---------    ---------
CASH, AT END OF  PERIOD                              $    75,410   $1,250,339
                                                       =========    =========
SUPPLEMENTAL CASH FLOW INFORMATION:
  CASH PAID DURING THE PERIOD FOR:
  INTEREST                                           $   314,427   $   33,762
                                                       =========    =========
  INCOME TAXES PAID                                  $      -      $      -  
                                                       =========    =========


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       F-5

                                 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 the Company'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.

The following summarized proforma financial information 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:

                                 Three Months Ended       Three Months Ended
                                  December 31, 1996        December 31, 1995 
                                  -----------------        -----------------
Net sales                          $  8,995,567                $11,936,090
                                    ===========                 ==========
Net income                         $    144,968                $   263,142
                                    ===========                 ==========
Income per common share            $        .03                $       .05
                                    ===========                 ==========


Note 3 - Loan From Principal:

      During the quarter  ended December  31, 1996, 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.

Note 4 - Subsequent Event

      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 5 - 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 preceeding
the date of the closing of the offering.


                                       F-6


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: 


                                              Three Months Ended
                                                  December 31, 
                                                1996       1995 
		                               ------     ------

Revenues                                       100.0%     100.0%

Cost of sales                                   56.8       26.0
                                               ------     ------
  Gross margin                                  43.2       74.0
                                               ------     ------
Selling, general and administrative
      expenses                                  34.8       45.9
Depreciation and amortization                    3.2        4.1
                                               ------     ------
                                                38.0       50.0
                                               ------     ------         
 
Income from operations                           5.2       24.0
     Other, net                                  2.5        1.1
                                               ------     ------ 
Income before income taxes                       2.7       25.1
          Provision for income taxes             1.1       12.3
                                               ------     ------
Net income from continuing operations            1.6       12.8
Discontinued operations                           -         5.7
                                               ------     ------
Net income                                       1.6%      18.5% 
                                               ======     ======

     Revenues:  For the first quarter  of fiscal 1997, revenues were $8,995,567,
an increase  of $5,702,049 over revenues  from the same quarter  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.  

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

                                    Three Months Ended  Three Months Ended
                                     December 31,1996    December 31, 1995 
                                    ------------------  ------------------
                                        $         %         $         %   
                                    --------- --------  --------- --------
ERD-IL                                400,929   4.5%    2,611,760   79.3% 

AMTI                                  296,808   3.3%      520,376   15.8% 

ERD-IN                                650,000   7.2%      161,382    4.9% 

TSD Facilities                      2,992,402  33.3%         --      0.0% 

Consulting                          3,682,424  40.9%         --      0.0% 

Remediation                           973,004  10.8%         --      0.0%
                                    --------- --------  --------- --------
                                   $8,995,567 100.0%   $3,293,518  100.0%
                                    ========= ========  ========= ========
  

                                        2


     Cost of Sales:  For the quarter ended December 31, 1996, cost of sales rose
$4,256,456  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.

     Gross Profit:  Compared to the same quarter of the prior year, gross profit
on sales increased $1,445,593 to $3,883,588 in the first quarter of fiscal 1997,
as a result  of the increase in sales.  Gross  profit margins declined, however,
from 74 percent of  sales to 43.2 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  $3,128,334 in  the first quarter  of fiscal  1997,
compared to  $1,513,038 in the same quarter  of the previous fiscal  year.  As a
percentage of sales, selling, general and administrative expenses declined  from
45.9  percent in the first  quarter of fiscal 1996 to  34.8 percent in the first
quarter 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
$133,761 in the first quarter of fiscal 1996 to $286,033 in fiscal 1997. 

     Interest expense:  Interest expense rose $280,665 in the first   quarter of
fiscal 1997 as  compared to the  same quarter 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:   For the three months ended December 31,  1996, net income was
$144,968  ($.03 per share) as compared to $609,975 ($0.10 per share) for the for
three  months ended December 31, 1995,  a 76 percent decrease.   The decrease is
primarily attributable to the increase in the Company's interest expense and the
reduction in profits from the Company's discontinued operations.

     Discontinued Operations: For the three months ended December 31, 1996, net 
income from  discontinued operations amounted to $75,029, net of income taxes of
approximately $50,020 on revenues of $1,387,730. At September 30, 1996, the Com-
pany  had recorded a loss on  disposal of its  Long Beach  Facility amounting to
$7,500,00 which included an estimate of operating income through the termination
date.   As a result of this  accrual at  September 30, 1996, the net income from
discontinued  operations for  the three months ended  December 31, 1996 has been
reflected as an increase in accrued expenses payable.


LIQUIDITY AND CAPITAL RESOURCES:

     On  December 31,  1996, the  Company had  working capital of  $1,162,923 as
compared to working capital of $318,676 at September 30, 1996.   

     The Company is presently seeking other sources of funds  needed 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.

Item 2     Changes in Securities.

           On December 31,  1996, the Company sold 271,820 shares  of its Common
           Stock  and warrants to  purchase an  additional 271,820 shares of its
           Common Stock. Net proceeds from the sale amounted to $420,636.

Item 3     Defaults Upon Senior Securities.

           None.

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

           None.

Item 5     Other Information.

           None.

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)



 February 19,1997                        s/s Joseph Wisneski              
-----------------                        ----------------------
        Date                             Joseph Wisneski
                                         President



 February 19, 1997                       s/s Kenneth S. Weiner            
------------------                       ----------------------
        Date                             Kenneth S. Weiner
                                         Chief Financial Officer