ERD Waste Corp.
937 East Hazelwood Avenue
Rahway, New Jersey 07065

August 25, 1997

Securities and Exchange Commission
450 Fifth Strret, N.W.
Washington, D.C. 20549-1004

RE: Amended Report on Form 10-QSB of ERD Waste Corp.

Dear Sir/Madam:

On behalf of ERD Waste Corp. (the "Company") and in accordance with Section 13
(a) (2) of the Securities Exchange Act of 1934, as amended, enclosed  herewith
for  filing is the Company's  amended  Report on  Form 10-QSB-A for the period
ending June 30, 1997.

The  amendments  involve  the  correction  of  the  number of shares issued in
connection  with the  Company's private  placement of  common  stock to remove
126,386  shares  issuable  pursuant to  Unit  Purchase  Warrants inadvertantly
recorded as issued.

Sincerely,

N. James Triaca
Chief Financial Officer



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB-A
                                   AMENDMENT # 1

     (Mark One)

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

                For the quarterly period ended   June 30, 1997   
                                                 -------------

                [  ] 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 August 12, 1997:     7,346,642     





                                 ERD WASTE CORP.
                                AND SUBSIDIARIES


Item 1 - Financial Statements.
------------------------------

          ERD Waste Corp. and Subsidiaries Consolidated Financial Statements for
the nine month and three month periods ended June 30, 1997 (Unaudited).


                          INDEX TO FINANCIAL STATEMENTS

                                                                 PAGE #


Index to Financial Statements                                       F-1

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

Consolidated Statements of Operations - for the 
          three months ended June 30, 1997 and 1996 (Unaudited)     F-4

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

Consolidated Statements of Cash Flows - for the 
          nine months ended June 30, 1997 and 1996 (Unaudited)      F-6

Notes to Consolidated Financial Statements                          F-7



                                       F-1


                        ERD WASTE CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                                               June 30,        September 30,
                                                 1997               1996     
                                             -----------       -------------
                                             (Unaudited)

                    ASSETS

CURRENT ASSETS:
  Cash and cash equivalents               $      97,416       $        61,725
  Restricted certificates of deposit            937,747             1,655,363
  Accounts receivable, less allowance
    for doubtful accounts of $712,730
     and $1,042,833 respectively             10,523,512            11,631,456
  Prepaid expenses and other current assets   2,064,498             1,991,860
  Inventory                                     257,608               335,595
  Deferred income taxes                            -                  750,000
                                             ----------            ----------
              TOTAL CURRENT ASSETS           13,880,781            16,425,999
                                             ----------            ----------
PROPERTY, PLANT and EQUIPMENT, less accumulated
  depreciation of $1,057,334 and $458,902
  respectively                                7,872,652             8,315,235
                                             ----------            ----------
OTHER ASSETS:
  Goodwill, less accumulated amortization     9,564,484             9,800,045
  Covenants not to compete,
    less accumulated amortization               172,665               214,665
  Deferred tax benefit, less current portion  8,903,309             7,052,069
                                             ----------            ----------
                 TOTAL OTHER ASSETS          18,640,458            17,066,779
                                             ----------            ----------

                                         $   40,393,891        $   41,808,013
                                             ==========            ==========

                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                       $    8,885,757        $     8,863,276
  Accrued expenses and taxes payable          5,211,384              5,197,162
  Current portion- notes payable              8,817,390              2,046,885
                                             ----------             ----------
           TOTAL CURRENT LIABILITIES         22,914,531             16,107,323
                                             ----------             ----------

LONG-TERM DEBT, less current portion          6,442,193             14,255,499
                                             ----------             ----------
OTHER LONG TERM PAYABLES                      4,266,390              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;
    7,346,642 and 5,882,782 shares issued
    and outstanding, respectively             
    
    7,347                  5,883
  Additional paid in capital             
    
    12,627,868             10,556,550
  Retained earnings (deficit)                (5,864,438)            (4,205,242)
                                             ----------             ----------
             TOTAL STOCKHOLDERS' EQUITY       6,770,777              6,357,191
                                             ----------             ----------
                                          $  40,393,891        $    41,808,013
                                             ==========             ==========

                       See notes to financial statements.

                                       F-2


                        ERD WASTE CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                       Nine Months ended      
                                                           June 30,         
                                                      1997         1996     
                                                      ----         ----
                                                          (Unaudited)
REVENUES:
     Net sales                                  $ 23,404,269   $ 13,691,409

COST OF SALES                                     16,152,962      6,537,473  
                                                  ----------     ----------
     GROSS PROFIT                                  7,251,307      7,153,936  
                                                  ----------     ----------
OPERATING EXPENSES:                               
     Selling, general and
         administrative expenses                   8,336,348      4,092,356
     Depreciation                                    620,049        528,905  
     Amortization                                    362,369        119,982
                                                  ----------     ----------
     TOTAL OTHER OPERATING EXPENSES                9,318,766      4,741,243
                                                  ----------     ----------
INCOME (LOSS) FROM OPERATIONS                     (2,067,459)     2,412,693
                                                  ----------     ----------
OTHER INCOME AND EXPENSES:
     Interest and dividend income                     53,866         87,891
     Interest expense                               (889,063)      (274,883)
     Other, net                                      137,331         49,953
                                                  ----------     ----------
     TOTAL OTHER INCOME AND EXPENSES                (697,866)      (137,039)
                                                  ----------     ----------
INCOME (LOSS) FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES                              (2,765,325)     2,275,654

PROVISION FOR INCOME TAXES                        (1,106,129)       985,373
                                                  ----------     ----------
INCOME (LOSS) FROM CONTINUING OPERATIONS          (1,659,196)     1,290,281
                                                  ----------     ----------
DISCONTINUED OPERATIONS:                               
     Income from operations,
        net of income taxes  of
        approximately $ -, and
        $288,115 respectively                           -           432,172
                                                  ----------      ----------
     INCOME FROM
        DISCONTINUED OPERATIONS                         -           432,172
                                                  ----------      ----------
NET INCOME (LOSS)                               $ (1,659,196)   $  1,722,453
                                                  ==========      ==========
INCOME (LOSS) PER SHARE: 


     INCOME (LOSS) FROM 
       CONTINUING OPERATIONS                    $ (     0.26)   $      0.22
                                                  ==========      =========
     INCOME FROM
       DISCONTINUED OPERATIONS                  $       -       $      0.07
                                                  ==========      ========= 
     NET INCOME (LOSS)
       PER COMMON SHARE                         $ (     0.26)   $      0.29
                                                  ==========      =========
     WEIGHTED AVERAGE
       NUMBER OF SHARES                        
    
    6,479,689      5,843,717
                                                   =========      =========

                       See notes to financial statements.

                                       F-3


                        ERD WASTE CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                        Three Months ended
                                                              June 30,
                                                         1997         1996
                                                         ----         ----
                                                            (Unaudited)

REVENUES:
     Net sales                                     $  6,733,013   $  8,197,357

COST OF SALES                                         5,739,374      4,617,828
                                                      ---------      ---------
     GROSS PROFIT                                       993,639      3,579,529
                                                      ---------      ---------
OPERATING EXPENSES:                               
     Selling, general and
         administrative expenses                      2,557,083      1,920,498
     Depreciation                                       217,456        308,045
     Amortization                                       125,385         73,320
                                                      ---------      ---------
     TOTAL OTHER OPERATING EXPENSES                   2,899,924      2,301,863
                                                      ---------      ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS             (1,906,285)     1,277,666
                                                      ---------      ---------
OTHER INCOME AND EXPENSES:                                  
     Interest and dividend income                        21,122         17,772
     Interest expense                                (  315,018)    (  207,359)
     Other, net                                          32,703         16,651
                                                      ---------      ---------
     TOTAL OTHER INCOME AND EXPENSES                 (  261,193)    (  172,936)
                                                      ---------      ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES                                 (2,167,478)     1,104,729
                                                      ---------      ---------
PROVISION FOR INCOME TAXES                           (  866,990)       435,295
                                                      ---------      ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS             (1,300,488)       669,435
                                                      ---------      ---------
DISCONTINUED OPERATIONS:                               
     Income from operations,
        net of income taxes  of
        approximately $ -, and
        $112,674 respectively                              -           169,011
                                                      ---------      ---------
     INCOME FROM
        DISCONTINUED OPERATIONS                            -           169,011
                                                      ---------      ---------
NET INCOME (LOSS)                                  $ (1,300,488)  $    838,446
                                                      =========      =========
INCOME (LOSS) PER SHARE: 


     INCOME (LOSS) FROM 
       CONTINUING OPERATIONS                   
    
    $ (     0.19)  $       0.11
                                                      =========      ========= 
    INCOME FROM
       DISCONTINUED OPERATIONS                     $       -      $       0.03
                                                      =========      =========
     NET (LOSS) INCOME 
       PER COMMON SHARE                        
    
    $ (     0.19)  $       0.14
                                                      =========      =========
     WEIGHTED AVERAGE

       NUMBER OF SHARES                           
    
    7,020,342      5,881,134
                                                      =========      =========

                       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     
    
    1,463,860 
    
    1,464  
    
    2,071,318        -     2,072,782

 Net loss                  -           -             -    (1,659,196)(1,659,196)
                      ---------     -----     ----------   ---------  ---------
Balance-
 June 30, 1997
  (Unaudited)     
    
    7,346,642 
    
   $7,347 
    
   $12,627,868 $(5,864,438)$6,770,777
                      =========     =====     ==========   =========  =========

                       See notes to financial statements.

                                       F-5


                        ERD WASTE CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                       Nine months ended
                                                             June 30,
                                                       1997          1996
                                                       ----          ----
                                                           (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                             $  (1,659,196)    $1,722,453
                                                     ---------      ---------
   Adjustments to reconcile net income
    (loss) to net cash provided by
    operating activities:
   Depreciation                                        620,049        528,905
   Amortization                                        362,369        119,982
   Gain on sale of assets                           (   39,153)          -
   Provision for deferred
    income tax                                      (1,101,240)          -

  Changes in assets and liabilities
   (net of effects from purchase of ENSA):
  (Increase) decrease in
    accounts receivable                              1,107,944     (1,636,138)
  Decrease in inventory                                 77,987     (  193,787)
  (Increase) decrease in
    prepaid expenses and
    other current assets                           (    72,638)    (1,134,940)
  (Increase) decrease in other  assets                    -        (1,348,911)
  Increase (decrease) in
    accounts payable and
    accrued expenses                                    36,703        763,054
  Increase in income
    taxes payable                                         -             -  
                                                     ---------      ---------
                                                       992,021     (2,901,835)
                                                     ---------      ---------
NET CASH PROVIDED BY
  (USED IN) OPERATING  ACTIVITIES                 (    667,175)    (1,179,382)
                                                     ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of ENSA                                     -        (8,085,181)
  Capital expenditures                            (    352,647)    (1,487,958)
  Proceeds from sale of assets                         129,526          - 
                                                     ---------      ---------
                                                  (    223,121)    (9,573,139)
                                                     ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Notes payable                                      (1,864,411)     9,800,699
 Issuance  of common stock                           2,072,782        364,063
 Decrease (increase) in
   restricted certificates
   of deposit                                          717,616      1,609,338
                                                     ---------     ----------
NET CASH  PROVIDED BY FINANCING  ACTIVITIES            925,987     11,774,100
                                                     ---------     ----------
NET INCREASE (DECREASE) IN CASH                         35,691     (1,021,579)

CASH, at beginning of period                            61,725      1,102,559
                                                     ---------     ----------
CASH, at end of period                             $    97,416   $     80,980
                                                     =========     ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for:
  Interest                                        $    630,423   $    361,200
                                                     =========      =========
  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 (the "ENSA Acquisition") 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 of the
Company,  cash of $343,000, and the assumption of specified liabilities.

Note 3 - Loan From Principals and Affiliates
         -----------------------------------
During the  nine months ended  June 30, 1997,  the Company's Chairman  and Chief
Executive  Officer loaned the Company $300,000.    The advance is evidenced 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 evidenced by a  short term
note, payable  October 5, 1997, 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 (the "Offering")  of
its common stock in  the form of Units.  The Offering called  for the sale of up
to 150 Units (but not less  than 20 Units) at a price of $25,000  per Unit.  The
Units consisted of a number of common shares and  an equal number of warrants to
purchase common shares.  The  number of shares (and warrants) was  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  relevant closing of the Offering.  Through June  6, 1997, the date
of  the  final  closing  of the Offering, the  Company has, at various closings,
issued  an  aggregate  of 
    
    1,263,860  shares of its common stock and received
an aggregate of $1,756,155 in net proceeds from the Offering.     


                                       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  providing brokerage,
advisory, consulting  and technical services  to the waste  management industry.
The  Company   also  operates   treatment,  storage  and   disposal  facilities,
manufactures absorbent products and recently commenced 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: 


                                                         Nine Months Ended
                                                              June 30, 
                                                           ---------------
                                                           1997       1996 
                                                           ----       ----
Revenues                                                  100.0%     100.0%
Cost of sales                                              69.0       47.7
                                                          -----      -----
Gross margin                                               31.0       52.3
                                                          -----      -----
Selling, general and administrative
      expenses                                             35.6       29.9
Depreciation and amortization                               4.2        4.7
                                                          -----      -----
                                                           39.8       34.6
                                                          -----      -----
Income from operations                                    ( 8.8)      17.6
Other, net                                                ( 3.0)     ( 1.0)
                                                          -----      ----- 
Income before income taxes                                (11.8)      16.6
Provision for income taxes                                ( 4.7)       7.2
                                                          -----      -----
Net income from continuing operations                     ( 7.1)       9.4
Discontinued operations                                      -         3.2
                                                          -----      -----
Net income                                                ( 7.1)%     12.6% 
                                                          =====      =====
Revenues:
---------
For the first nine months of fiscal 1997, revenues were $23,404,269, an increase
of $9,712,860 over  revenues  from the  same period of  the previous year.   The
increase in  sales  was  primarily due  to the  ENSA  Acquisition.   The Company
typically reports reduced  revenues during the  winter months.   Revenues during
the  current fiscal year  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.

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

                                Nine Months Ended    Nine Months Ended
                                   June 30,1997        June 30, 1996 
                                -----------------    -----------------
                                     $         %         $         %   
                                ----------  -----    ---------  -----
TSD Facilities                 $ 8,407,290  35.9%  $ 2,834,122   20.7%

Consulting                      11,415,804  48.8%    7,037,384   51.4% 

Remediation                      3,581,175  15.3%    3,819,903   27.9%
                                ---------- -----    ----------  -----
                               $23,404,269 100.0%  $13,691,409  100.0%
                                ========== =====    ==========  =====

                                       2  


On a proforma  basis, sales  for the nine  months ended June  30, 1997  declined
approximately  $8,500,000 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, as well as other  factors
discussed below.

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:

                                         Nine Months Ended     Nine Months Ended
                                            June 30, 1997         June 30, 1996 
                                         -----------------     -----------------
Net sales                                   $23,404,269           $31,945,534
                                             ==========            ==========
Net loss                                    $(1,659,196)          $(  701,879)
                                             ==========            ==========
Loss per common share                       $      (.26)          $      (.12)
                                             ==========            ==========

Cost of  Sales:
---------------
For  the nine months  ended June 30,  1997, cost of  sales rose
$9,615,489  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 and
as a result of adverse industry  reaction to the discontinuance of operations at
the Long Beach Facility.  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
$97,371 to $7,251,307  in the first nine  months of  fiscal 1997, as a result of
the  increase  in  sales.   Gross  profit margins  declined,  however, from 52.3
percent of sales to 31.0 percent of sales.  The decline in the margin percentage
was  primarily  due  to  the Company's  new acquisitions  which operate at lower
profit margins and unanticipated increases in cost of sales.

Selling, general, and administrative expenses:
----------------------------------------------
Selling, general, and administrative expenses were  $8,336,348 in the first nine
months of fiscal 1997, compared to $4,092,356 in the same period of the previous
fiscal  year.   As a  percentage of  sales,  selling, general and administrative
expenses increased  from  29.9 percent in  the first  nine months of fiscal 1996
to 35.6 percent  in the  first nine months  of fiscal 1997. Included in selling,
general  and  administrative  costs  for the  current  quarter are approximately
$400,000 of legal costs incurred by the Company in defense of certain  lawsuits.

The Company  has implemented a  plan to  reduce operating expenses  by means  of
staff   reductions,   consolidation  of   duplicative  administrative/accounting
departments,  and the implementation of  strict fiscal controls  at the acquired
entities. These efforts may have a  negative  impact on  sales,  but  management
believes they will produce  a  positive  impact on  the Company's profitability.
Such efforts are expected to continue. 

Depreciation and amortization:
------------------------------
Depreciation and  amortization rose from  $648,887 in  the first  nine months of
fiscal 1996 to $982,418 in fiscal 1997. 

Interest expense:
-----------------
Interest  expense  rose  $614,180  in  the first  nine  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  nine months  ended June  30, 1997, net loss  was $1,659,196  ($.26 per
share) as compared to net income of  $1,290,281 ($.22 per  share)  for  the nine
months ended June 30, 1996, a 229 percent decrease.  The  decrease is  primarily
attributable to the  increase in the Company's cost of sales from 47.7% of sales
to 69.0% of sales  and the increase in the Company's interest expense.

Discontinued Operations:
------------------------
For the nine months ended June 30, 1997, net loss from  discontinued  operations
amounted to $212,660, net of income taxes of approximately $141,774 on  revenues
of $2,374,110.  At September 30, 1996,  the Company had recorded a loss on  dis-
posal of its Long Beach Facility amounting to $7,500,000 which included an  est-
imate  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  nine months ended June 30, 1997 has been reflected as a decrease in accrued
expenses payable.


                                        3


LIQUIDITY AND CAPITAL RESOURCES:

On June 30, 1997, the Company had a working  capital deficiency of $9,033,750 as
compared  to working capital of $318,676 at  September 30, 1996.  The deficiency
is primarily the result of the reclassification of the $7,500,000 bank loan as a
current  liability due to its maturity date of  April 1, 1998 and the $2,765,325
pretax loss, the tax benefit of which is classified  as a noncurrent asset.   At
June 30,  1997, the Company  did not meet some  of its covenants  under the loan
agreement.  The Company has had discussions with the bank to obtain waivers, but
at this time has not received them.  The bank has not issued a  default  notice.
In the event the  bank does not issue the  waivers, the bank will have the right
to require  payment of  the $7,500,000 loan on demand.

During the nine  months ended June 30, 1997, the  Company utilized approximately
$667,000  of cash in its  operating activities. As the Company's working capital
declined, it was slow to pay its vendors, which caused them to restrict  credit,
further exacerbating the problem.  This cash utilization was partially funded by
equity funds raised in the Offering,  loans  from principals and  affiliates and
collection of accounts receivable.   While the Company recently closed a private
placement yielding net proceeds of $1,756,155, these proceeds were inadequate to
solve the Company's working capital and cash flow problems. The Company plans to
seek additional private placement financing in the  immediate future but  unless
and until meaningful additional funds become available, the Company's  cash flow
and working capital problems are expected to continue.

The Company is also currently seeking to refinance its long term credit facility
and provide  the Company  with  additional  working  capital.  The Company needs
additional   financing  to  support   its  operations  and  continue  to  obtain
performance  bonds,  which  are  critical  to  the continuance of its consulting
operations,    through   its  existing   surety.    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 to continue operating its businesses.  Among the sources of  funds being
pursued by the Company are: 

          1) private placement of Company securities;
          2) additional funding from commercial banks;
          3) replacement of  restricted certificates  of deposits  with payment
             bonds;
          4) conversion of current liabilities into equity; and
          5) subordinated and/or convertible debt financing. 



                                        4


                           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   Conservation  ("NYSDEC").   The Consent Order provided that  the
Company   would  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 defined the  obligations of
the Company  with  respect to  the closure  of the site pursuant to its  permit.
Upon  completion and approval of the implementation of the closure plan provided
for in the Consent Order, the Company  will receive a  Release and Covenant  Not
to Sue  by the NYSDEC for  any  investigation or  remediation of site conditions
addressed by the closure plan.  There can  be no assurance that the Company will
be able to comply with the closure plan and receive the Release and Covenant Not
 to Sue from the NYSDEC. 


In  March and  April,  1997,  a trial  was  held  in  connection with  the  5200
Enterprises, Ltd. lawsuit, as more fully described in the Company's Form  10-KSB
for  the  eight  months  ended September 30, 1996, in which 5200 Enterprises, as
owner  of a  building,  sued  the  prior  owner and  all  persons and  companies
hired by the prior owner to clean up contaminated spills existing on the proper-
ty  prior  to  the  sale and, in connection therewith, to conduct certian tests.
A ruling has  not been handed down as yet in this case.

In July,  1997, the Company  reached a settlement  with Mr. Jon  Colin, a former
officer of ENSA, regarding Mr. Colin's  Demand for Arbitration.  Pursuant to the
settlement, Mr.  Colin will receive $625,000 on July 31, 1999 with interest only
payments made  for the intervening two years.   The settlement also provides for
certain  acceleration  of  payments  if  certain  events,  including  additional
financings and/or equity fundings, occur.   The Company has the  right to prepay
the loan at a 10% discount prior to December 31, 1997.   The  liability for this
settlement was recorded  on the  Company's  financial statements  for  the eight
months  ended  September 30, 1996  and reported  on the  Company's  Form  10-KSB
for that period.

Item 2     Changes in Securities.
           ----------------------
During the three months ended June 30, 1997, the Company sold     449,899 shares
of its Common Stock and warrants to purchase an additional 
    
    449,899 shares of
its Common Stock.  Net proceeds from the sale amounted to $502,000.     

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.

On  July 2, 1997,  Robert M. Rubin  resigned as  Chief  Executive Officer of the
Company and Joseph Wisneski was appointed  Chief Executive Officer in his place.
Mr. Rubin  continues  to hold the  position  of  Chairman  of the  Board and Mr.
Wisneski continues to hold the position of President.
  
Item 6     Exhibits and Reports on Form 8-K.
           ---------------------------------
a) Exhibits - None

b) Reports on Form 8-K - None


                                        5

                                   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)



 August 22, 1997                         s/s Joseph Wisneski              
        Date                             Joseph Wisneski
                                         President



 August 22, 1997                         s/s N. James Triaca            
        Date                             N. James Triaca
                                         Chief Financial Officer