<PAGE>




                          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 September 30, 1997
                                          OR
      [  ]    Transition Report Pursuant to Section 13 or 15(d) 
              of the Securities Exchange Act of 1934 

                For the transition period from _________ to _________.

                             Commission File No. 1-11822
                  --------------------------------------------------

                            TRANSCOR WASTE SERVICES, INC.
                  --------------------------------------------------
                (Exact name of registrant as specified in its charter)

                       Florida                        65-0369288
          -------------------------------  ------------------------------- 
              (State of incorporation)             (I.R.S. Employer
                                                Identification Number)

                   1502 Second Avenue, East, Tampa, Florida  33605
                  --------------------------------------------------
      (Address of registrant's principal executive offices, including zip code)
                  --------------------------------------------------
        (Registrant's telephone number, including area code):  (813) 248-5885

                                    Not applicable                             
                  --------------------------------------------------
                (Former name, former address, and former fiscal year, 
                            if changed since last report)

      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 [  ]
                                           
                  Applicable Only to Issuers Involved in Bankruptcy
                     Proceedings During the Preceding Five Years

      Indicate  by a check mark whether  the registrant has filed all documents
      and reports  required to  be filed by  Sections 12,  13, or 15(d)  of the
      Securities  Exchange  Act  of  1934  subsequent  to the  distribution  of
      securities under a plan confirmed by a court.   Yes [  ]        No [  ]<PAGE>




                         Applicable Only to Corporate Issuers

      The number of shares of Common Stock outstanding on November 5, 1997, was
      4,000,000 shares.<PAGE>




                            TRANSCOR WASTE SERVICES, INC.

                                      FORM 10-Q

                                        INDEX


                                                                          PAGE 
      PART I. FINANCIAL INFORMATION

                   Item 1.   Consolidated balance sheets at 
                               December 31, 1996 and
                               September 30, 1997 (unaudited) . . . . . . 1 - 2

                             Consolidated statements of operations 
                               for the three months and nine months 
                               ended September 30, 1996 and 1997 
                               (unaudited)  . . . . . . . . . . . . . . . 3 - 4

                             Consolidated statements of cash flows 
                               for the nine months ended September 30, 
                               1996 and 1997 (unaudited)  . . . . . . . . 5 - 6

                             Notes to consolidated financial 
                               statement  . . . . . . . . . . . . . . .  7 - 10

                   Item 2.   Management's discussion and 
                               analysis of financial condition and 
                               results of operation . . . . . . . . . . 11 - 14

                   Item 3.   Quantitative and qualitative disclosures
                                about market risk . . . . . . . . . . . . .  15

      PART II.     OTHER INFORMATION

                   Item 1.   Legal proceedings  . . . . . . . . . . . . . .  16

                   Item 2.   Changes in securities  . . . . . . . . . . . .  16

                   Item 3.   Defaults upon senior securities  . . . . . . .  16

                   Item 4.   Submission of matters to a vote of 
                                security holders  . . . . . . . . . . . . .  16
      
                   Item 5.   Other information  . . . . . . . . . . . . . .  16

                   Item 6.   Exhibits and reports on Form 8-K . . . . . . .  16

                             Signatures . . . . . . . . . . . . . . . . . .  17

                  Exhibit 11 - Calculation of income (loss)
                                 per share  . . . . . . . . . . . . . . 18 - 19<PAGE>




                     SECURITIES AND EXCHANGE COMMISSION FORM 10-Q
                            PART I - FINANCIAL INFORMATION


      Item 1. FINANCIAL STATEMENTS


                            TRANSCOR WASTE SERVICES, INC.

                             CONSOLIDATED BALANCE SHEETS

                                        ASSETS

      

                                                  December 31,   September 30,
                                                     1996             1997      
                                              ---------------- ----------------
                                                                  (unaudited)
      Current assets:                        
        Cash  . . . . . . . . . . . . . . . . $     1,437,788  $     4,673,796 
        Due from affiliate  . . . . . . . . .       1,953,236        1,764,318 
        Accounts receivable - trade, net  . .       6,230,484        5,241,845 
        Costs and estimated earnings in                                        
          excess of billings on              
          uncompleted contracts   . . . . . .         230,869          435,209 
        Income tax refund receivable  . . . .         422,567        1,214,806 
        Deferred income taxes . . . . . . . .         639,079          639,079 
        Other current assets  . . . . . . . .         255,552          244,102 
                                              ---------------- ----------------
          Total current assets  . . . . . . .      11,169,575       14,213,155 
                                              ---------------- ----------------
                                             
      Property and equipment, net . . . . . .      26,115,277       27,901,878 
      Intangible assets, net  . . . . . . . .         898,853          629,250 
      Due from affiliate  . . . . . . . . . .       6,840,516        5,125,745 
      Other assets  . . . . . . . . . . . . .         985,608        1,447,449 
                                              ---------------- ----------------
                                              $    46,009,829  $    49,317,477 
                                              ================ ================

                                          1

                               See accompanying notes.<PAGE>




                            TRANSCOR WASTE SERVICES, INC.

                             CONSOLIDATED BALANCE SHEETS

                         LIABILITIES AND STOCKHOLDERS' EQUITY


                                                 December 31,    September 30,
                                                     1996             1997      
                                              ---------------- ----------------
                                                                  (unaudited)
                                             
      Current liabilities:                   
        Accounts payable, trade . . . . . . . $     4,255,150  $     4,205,913 
        Accrued expenses  . . . . . . . . . .       4,536,778        4,521,955 
        Billings in excess of costs and      
          estimated earnings on                                                
          uncompleted contracts   . . . . . .         170,771            7,755 
        Due to affiliate  . . . . . . . . . .         368,199        4,526,490 
        Current portion of long-term         
          debt  . . . . . . . . . . . . . . .       3,453,168        4,167,087 
                                              ---------------- ----------------
          Total current liabilities   . . . .      12,784,066       17,429,200 
                                              ---------------- ----------------
                                             
      Long-term debt, net of current         
        maturities (including debt owed to   
        KVN of $2,003,258 at December 31,    
        1996 and September 30, 1997)  . . . .      16,807,059       16,922,348 
      Deferred income taxes . . . . . . . . .       3,299,355        3,299,355 
      Commitments and contingencies . . . . .           -                -     
                                             
      Stockholders' equity:                  
        Preferred stock, $.001 par value;    
          1,000,000 shares authorized; none  
          issued and outstanding  . . . . . .           -                -     
        Capital stock, $.001 par value;      
          10,000,000 shares authorized;      
          4,010,000 shares issued and        
          4,000,000 outstanding   . . . . . .           4,010            4,010 
        Capital in excess of par value  . . .      12,193,547       12,193,547 
        Retained earnings . . . . . . . . . .         969,798         (482,977)
                                              ---------------- ----------------
        Less treasury stock, at cost               13,167,355       11,714,580 
          (10,000 shares)   . . . . . . . . .         (48,006)         (48,006)
                                              ---------------- ----------------
          Total stockholders' equity  . . . .      13,119,349       11,666,574 
                                              ---------------- ----------------
                                              $    46,009,829  $    49,317,477 
                                              ================ ================ 

                                          2

                               See accompanying notes.<PAGE>




                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS


                                               Three Months Ended September 30,
                                              ---------------------------------
                                                    1996             1997      
                                              ---------------- ----------------
                                                 (unaudited)      (unaudited)  
                                             
      Revenue . . . . . . . . . . . . . . . . $    11,369,715  $    10,151,528 
                                             
      Expenses:                              
        Operating expenses  . . . . . . . . .       9,081,617        9,880,166 
        Selling, general, and                
          administrative expenses   . . . . .       1,887,552        2,359,463 
                                              ---------------- ----------------
      Operating income (loss) . . . . . . . .         400,546       (2,088,101)
                                             
      Non-operating gain (loss) on           
        disposal of equipment . . . . . . . .           -              208,316 
                                             
      Interest expense, net . . . . . . . . .        (304,822)        (284,033)
                                              ---------------- ----------------
      Income (loss) before provision for     
        income taxes  . . . . . . . . . . . .          95,724       (2,163,818)
                                             
      Provision for income                   
        taxes (benefit) . . . . . . . . . . .          37,312         (843,992)
                                              ---------------- ----------------
      Net income (loss) . . . . . . . . . . . $        58,412  $    (1,319,826)
                                              ================ ================
      Share data:                            
        Primary income (loss)                
          per share   . . . . . . . . . . . . $           .01  $          (.33)
        Fully diluted income (loss)           ================ ================
          per share   . . . . . . . . . . . . $           .01  $          (.32)
                                              ================ ================
                                             
      Weighted average number of shares      
        outstanding used in computations:    
           Primary  . . . . . . . . . . . . .       4,049,429        4,051,467 
                                              ================ ================
           Fully diluted  . . . . . . . . . .       4,053,875        4,051,467 
                                              ================ ================

                                          3

                               See accompanying notes.<PAGE>




                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS


                                               Nine months ended September 30, 
                                              ---------------------------------
                                                    1996             1997      
                                              ---------------- ----------------
                                                 (unaudited)      (unaudited)  
                                             
      Revenue . . . . . . . . . . . . . . . . $    32,996,203  $    33,989,459 
                                             
      Expenses:                              
        Operating expenses  . . . . . . . . .      26,665,358       29,260,234 
        Selling, general, and                
          administrative expenses   . . . . .       5,364,497        6,883,415 
                                              ---------------- ----------------
      Operating income (loss) . . . . . . . .         966,348       (2,154,190)
                                             
      Non-operating gain (loss) on disposal  
        of equipment  . . . . . . . . . . . .           -              563,055 
                                             
      Interest expense, net . . . . . . . . .         954,647         (790,633)
                                              ---------------- ----------------
      Loss before provision for              
        income taxes  . . . . . . . . . . . .          11,701       (2,381,768)
                                             
      Provision for income taxes             
        (benefit) . . . . . . . . . . . . . .           4,545         (928,993)
                                              ---------------- ----------------
      Net income (loss) . . . . . . . . . . . $         7,156  $    (1,452,775)
                                              ================ ================
      Share data:                            
        Primary loss per share  . . . . . . . $           .00  $          (.36)
                                              ================ ================
        Fully diluted loss per share  . . . . $           .00  $          (.33)
                                              ================ ================
                                             
      Weighted average number of shares      
        outstanding used in computations:    
           Primary  . . . . . . . . . . . . .       4,060,573        4,061,029 
                                              ================ ================
           Fully diluted  . . . . . . . . . .       4,060,573        4,061,029 
                                              ================ ================


                                          4

                               See accompanying notes.<PAGE>




                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS


                                               Nine months ended September 30, 
                                              ---------------------------------
                                                    1996             1997      
                                              ---------------- ----------------
                                                 (unaudited)      (unaudited)
      Cash flows from operating activities:                                    
        Net income  . . . . . . . . . . . . . $         7,156  $    (1,452,775)
        Adjustments to reconcile net loss to 
        net cash provided by operating       
        activities:                          
          Depreciation and                   
             amortization . . . . . . . . . .       2,650,969        3,164,419 
          Gain on disposal of                
              equipment . . . . . . . . . . .         (53,624)        (563,689)
          Changes in operating assets and    
          liabilities:                       
              Accounts receivable . . . . . .         557,467          988,639 
              Costs and estimated earnings   
               in excess of billings on      
               uncompleted contracts  . . . .         507,741         (204,340)
              Income tax refund              
               receivable   . . . . . . . . .         566,717         (792,239)
              Other assets  . . . . . . . . .        (272,540)        (579,183)
              Accounts payable  . . . . . . .        (503,670)         (49,237)
              Accrued expenses  . . . . . . .        (181,544)         (14,823)
              Billings in excess of costs    
               and estimated earnings on     
               uncompleted contracts  . . . .        (138,405)        (163,016)
                                              ---------------- ----------------
        Total adjustments . . . . . . . . . .       3,133,111        1,786,531 
      Net cash provided by operating          ---------------- ----------------
        activities  . . . . . . . . . . . . .       3,140,267          333,756 
                                              ---------------- ----------------
      Cash flows from investing activities:  
        Capital expenditures  . . . . . . . .      (1,764,788)      (5,810,279)
        Proceeds from sale of property       
          and equipment   . . . . . . . . . .         271,130        1,821,343 
      Net cash used by investing              ---------------- ----------------
        activities  . . . . . . . . . . . . .      (1,493,658)      (3,988,936)
                                              ---------------- ----------------

                                          5

                               See accompanying notes.<PAGE>




                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (continued)


                                               Nine months ended September 30, 
                                              ---------------------------------
                                                    1996             1997      
                                              ---------------- ----------------
                                                 (unaudited)      (unaudited)
      Cash flows from financing activities:  
        Proceeds from long-term debt  . . . . $     1,583,354  $     4,272,544 
        Repayment of long-term debt . . . . .      (2,798,579)      (3,443,336)
        Advances from (to) KVN  . . . . . . .         (89,957)       6,061,980 
        Proceeds from stock warrants  . . . .          60,000            -     
      Net cash provided (used) by             ---------------- ----------------
        financing activities  . . . . . . . .      (1,245,182)       6,891,188 
                                              ---------------- ----------------
      Net increase (decrease) in cash . . . .         401,427        3,236,008 
      Cash, beginning of period . . . . . . .       3,414,479        1,437,788 
                                              ---------------- ----------------
      Cash, end of period . . . . . . . . . . $     3,815,906  $     4,673,796 
                                              ================ ================


                                          6

                               See accompanying notes.<PAGE>




                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      1.  Organization and summary of significant accounting policies

          Organization  - TransCor  Waste Services,  Inc.  (the "Company")  was
      formed on  November 6, 1992,  as a  subsidiary of Kimmins  Corp. ("KVN").
      KVN owns approximately 74 percent of the outstanding  common stock of the
      Company.    The  Company  provides  solid  waste  management services  to
      commercial, industrial, residential, and municipal customers in the state
      of  Florida. TransCor  also provides  demolition services  in conjunction
      with,  and as  an  economic complement  to,  its solid  waste  management
      services.

          Basis  of   presentation  -  The  accompanying   unaudited  condensed
      consolidated financial  statements have been prepared  in accordance with
      generally   accepted  accounting   principles   for   interim   financial
      information and with the instructions to Form 10-Q.  Accordingly, they do
      not  include all  of  the information  and  notes required  by  generally
      accepted accounting principles for complete financial statements.  In the
      opinion of  management, all  adjustments (consisting of  normal recurring
      accruals)  considered  necessary  for   a  fair  presentation  have  been
      included.  Operating results  for the three and nine-month  periods ended
      September  30, 1997, are not  necessarily indicative of  the results that
      may  be expected  for the  year ending  December 31,  1997.   For further
      information,  refer to  the consolidated  financial statements  and notes
      thereto  as of and for the year ended  December 31, 1996, included in the
      Company's Form 10-K  dated December  31, 1996, as  filed with the  United
      States Securities and Exchange Commission.

          Certain amounts  in the 1996  consolidated financial  statements have
      been reclassified to conform to the 1997 presentation.

          Intangible  assets  -  Intangible assets  consist  primarily  of  the
      excess of  cost over fair market value of the  net assets of the acquired
      business,  which will be amortized  on a straight-line  basis over twenty
      years, and customer contracts, which will be amortized on a straight-line
      basis over five  years.  Amortization  expense was approximately  $90,000
      and  $270,000 for  the nine  months ended  September 30,  1996  and 1997,
      respectively.  Accumulated  amortization  was  $191,000 and  $223,000  at
      December 31, 1996, and September 30, 1997, respectively.

          Other assets -  Other assets consist primarily  of pre-contract costs
      associated  with residential  solid  waste management  contracts obtained
      during 1995 and 1996, which are  being amortized on a straight-line basis
      over  five years, the  term of the  contracts, and loan  costs, which are
      amortized  over the term of the  loans.  Amortization expense was $89,000
      and $89,000  for  the nine  months  ended September  30,  1996 and  1997,
      respectively.   Accumulated  amortization  was $296,000  and $385,000  at
      December 31, 1996, and September 30, 1997, respectively.<PAGE>




                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      1.  Organization  and   summary   of  significant   accounting   policies
          (continued)

          As  of  September  30,  1997,   other  assets  include  approximately
      $1,150,000  of pre-contract costs.   As explained above,  these costs are
      currently being  amortized  over  the  terms of  the  related  contracts.
      However, the American Institute of Certified Public Accountants ("AICPA")
      has recently issued proposed Statement of Position ("SOP"), "Reporting on
      the  Costs of  Start-up Activities,"  would require  all start-up  costs,
      including  pre-contract costs, to  be expensed  as incurred.  If adopted,
      effective in the first quarter of 1998 the proposed SOP would require the
      Company to write off  the remaining unamortized balance of  approximately
      $1,150,000.

          Earnings per  share - Net income  (loss) per share is  computed based
      on the  weighted  average number  of shares  of capital  stock and  stock
      options outstanding.  Fully  diluted earnings per share assumes  that the
      convertible subordinated debt was  converted into common stock as  of the
      beginning of  the year  and that  the interest  expense  thereon, net  of
      taxes, was added to net income (loss).

      2.  Property and equipment, net

                                                December 31,    September 30,
                                                    1996             1997      
                                              ---------------- ----------------
                                                                 (unaudited)
          Land  . . . . . . . . . . . . . . . $     4,610,323  $     4,610,323 
          Buildings and improvements  . . . .       5,621,962        5,739,194 
          Vehicles  . . . . . . . . . . . . .      13,459,891       16,729,191 
          Waste containers and equipment  . .      12,508,751       11,699,100 
          Furniture and fixtures  . . . . . .         547,739          714,918 
          Construction in progress  . . . . .          33,462          183,363 
                                              ---------------- ----------------
                                                   36,782,128       39,676,089 
          Less accumulated depreciation   . .     (10,666,851)     (12,335,547)
                                              ---------------- ----------------
                                              $    26,115,277  $    27,340,542 
                                              ================ ================

          Property  and  equipment  is  recorded  at  cost.    Depreciation  is
      provided  using the  straight-line  method over  estimated useful  lives,
      which range from 3 to 30  years.  Depreciation expense was $2,472,000 and
      $2,766,000  for  the  nine months  ended  September  30,  1996 and  1997,
      respectively.<PAGE>




                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      3.  Long-term debt
                                                December 31,    September 30,
                                                    1996             1997      
                                              ---------------- ----------------
                                                                 (unaudited)
          Notes payable, due through April   
          1, 2002, payable in monthly        
          installments with interest at      
          varying rates up to 9.75 percent,  
          collateralized by equipment   . . . $    13,055,213  $    14,123,902 
                                             
          Convertible subordinated term      
          note with KVN, interest payable    
          in monthly installments, principal 
          due December 1, 2003, interest     
          at bank's base rate plus           
          1 percent   . . . . . . . . . . . .       2,003,258        2,003,258 
                                             
          Mortgage notes, principal and      
          interest payable in monthly        
          installments through January 1,    
          2012, interest at varying rates    
          up to prime plus 1.5 percent,      
          collateralized by land and         
          buildings   . . . . . . . . . . . .       5,201,756        4,962,275 
                                              ---------------- ----------------
                                                   20,260,227       21,089,435 
          Less current portion  . . . . . . .      (3,453,168)      (4,167,087)
                                              ---------------- ----------------
                                              $    16,807,059  $    16,922,348 
                                              ================ ================

          As  of  September  30,  1997,  the  Company  has  guaranteed  a  loan
      agreement on behalf of  KVN and other  subsidiaries of KVN in  connection
      with  the Kimmins Employee Stock Ownership Plan, which had an outstanding
      balance of $1,560,000  that is  recorded in the  financial statements  of
      KVN.

          The debt agreements  contain certain covenants, the  most restrictive
      of which require,  for KVN,  maintenance of a  consolidated tangible  net
      worth,  as  defined, of  not  less  than $6,500,000.    In addition,  the
      covenants prohibit the payment of dividends by the Company without lender
      approval.  For all  periods presented, the Company believes that  KVN had
      complied with all loan covenants.<PAGE>




                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      4.  Stockholders' equity

          The Company has authorized  1,000,000 shares of preferred stock  with
      a  par value of  $.001 per share,  none of  which has been  issued.  Such
      preferred stock may be issued in series and  will have such designations,
      rights,  preferences, and  limitations as may  be fixed  by the  Board of
      Directors.

          The convertible  subordinated term note  is convertible  into 400,652
      shares of  the Company's capital stock  at the time the  market value per
      share equals or exceeds $9.00 for twenty consecutive trading days.

          Warrants to  purchase 100,000 shares of the Company's common stock at
      $6.00 per share were issued in 1993 to the underwriters  of the Company's
      initial  public offering.  Warrants  to purchase 10,000  shares of common
      stock  were exercised  during  March 1996.    The remaining  warrants  to
      purchase 90,000 shares are exercisable through March 25, 1998.

      5.  Earnings Per Share

          In February  1997, SFAS  No. 128,  "Earnings per  Share" was  issued.
      This statement simplifies the standards  for computing earnings per share
      ("EPS") previously found in APB Opinion No. 15, "Earnings per Share,"  by
      replacing  the  presentation  of primary  EPS  with  basic  EPS. It  also
      requires dual  presentation of basic and  diluted EPS on the  face of the
      income statement  for all  entities with  complex capital structures  and
      requires a reconciliation of  the numerator and denominator of  the basic
      EPS  computation  to the  numerator and  denominator  of the  diluted EPS
      computation.    Basic EPS  is computed  by  dividing income  available to
      common  shareholders  by the  weighted-average  number  of common  shares
      outstanding  for the period. Diluted  EPS is computed  similarly to fully
      diluted EPS under  Opinion No.  15. [The  Company intends  to adopt  this
      statement in 1998.]<PAGE>




      Item 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                RESULTS OF OPERATIONS


             Comparison of Three Months Ended September 30, 1997 And 1996

          Revenue  for  the   three  months  ended  September   30,  1997,  was
      $10,152,000, representing an decrease  of $1,218,000, or approximately 11
      percent,  from $11,370,000 for the three months ended September 30, 1996.
      The  decrease in  total revenue  was  primarily attributable  to facility
      closures  and  market pricing  pressure  in  the  Company's  solid  waste
      operations, which  generated revenue of approximately  $7,610,000 for the
      three  months  ended  September   30,  1997,  compared  to  approximately
      $9,100,000 for the  same period  in 1996. During  the three-month  period
      ended  September  30, 1997,  the Company  closed  its Palm  Beach County,
      Florida,  facility  and  sold  contracts and  equipment  related  to  its
      Pinellas County and St. Lucie County operations.

          Operating expenses  for the  three months ended  September 30,  1997,
      were $9,880,000,  representing an increase of  $798,000, or approximately
      8.8 percent, from  $9,082,000 for  the three months  ended September  30,
      1996.  Operating  expenses include  fees charged by  landfills for  waste
      disposal (which to  date has been the largest component  of the Company's
      operating expenses),  direct labor costs associated  with the collection,
      transfer,  and recycling  of waste,  and depreciation.   The  increase in
      operating expenses was  attributable primarily to cost-related  increases
      in  certain major operational expenses; such as, landfill fees and direct
      labor costs.  

          Selling, general,  and administrative expenses  for the  three months
      ended  September 30, 1997,  were $2,359,000, representing  an increase of
      $471,000,  or  25 percent,  from $1,888,000  for  the three  months ended
      September  30,  1996.   The dollar  and  percentage increase  in selling,
      general,  and   administrative  expenses  is  primarily  attributable  to
      advertising  costs for a new contract of approximately $500,000 and costs
      associated  with the closing and sale of certain facilities and operating
      assets of approximately $1,000,000.

          The Company sold  certain contracts and related  equipment during the
      three  months ended September 30, 1997, resulting in a non-operating gain
      of approximately $208,000.   These assets were primarily utilized  in the
      Company's commercial and residential waste collection services.

          Interest expense,  net of interest income, for the three months ended
      September 30,  1997, was $284,000 as  compared to $305,000 for  the three
      months ended September 30,  1996.  Interest expense associated  with debt
      decreased from  $459,000 to $426,000 as  a result of the  decrease in the
      amount of interest-bearing debt outstanding.   Interest income related to
      receivables from affiliates decreased from $154,000 to $142,000.

          The Company's income  tax provision  was calculated using  a rate  of
      approximately 39 percent for the  three-month periods ended September 30,
      1997 and 1996.<PAGE>




      Item 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                RESULTS OF OPERATIONS


          As  a result  of the foregoing,  the Company  recorded a net  loss of
      $1,320,000 for the three  months ended September 30, 1997, as compared to
      net income of $58,000 for the three months ended September 30, 1996.

             Comparison of Nine Months Ended September 30, 1997 and 1996

          Revenue  for  the   nine  months  ended   September  30,  1997,   was
      $33,989,000,  representing an  increase of  $993,000, or  approximately 3
      percent, from $32,996,000 for  the nine months ended September  30, 1996.
      The increase in total revenue was primarily attributable to the Company's
      demolition   operations,  which   generated   revenue  of   approximately
      $9,601,000  for the  nine months  ended September  30, 1997,  compared to
      approximately $6,737,000 for  the same  period in 1996.  The increase  in
      demolition revenue offsets the decrease in solid waste revenue, which was
      caused by  facility  closures and  pricing  pressures in  the  commercial
      market. During  the  nine-month  period ended  September  30,  1997,  the
      Company  closed  its  Palm  Beach  County,  Florida,  facility  and  sold
      contracts  and  related  equipment  associated  with  its  operations  in
      Pinellas County and St. Lucie County.

          Operating  expenses for  the nine  months ended  September 30,  1997,
      were $29,260,000, representing an increase of $2,595,000 or approximately
      10 percent from $26,665,000 for the nine months ended September 30, 1996.
      Operating expenses include  fees charged by landfills for  waste disposal
      (which to date has been the  largest component of the Company's operating
      expenses), direct  labor costs associated with  the collection, transfer,
      and  recycling of  waste, and  depreciation.   The increase  in operating
      expenses was attributable primarily  to cost-related increases in certain
      major  operational expenses;  such  as, landfill  fees  and direct  labor
      costs.

          Selling, general,  and administrative  expenses for  the nine  months
      ended  September 30, 1997,  were $6,883,000, representing  an increase of
      $1,519,000  or 28  percent  from $5,364,000  for  the nine  months  ended
      September  30,  1996.   The dollar  and  percentage increase  in selling,
      general, and  administrative expenses is primarily  attributable to costs
      associated  with advertising a new contract and costs associated with the
      closures of certain facilities and sales of certain contracts and related
      equipment.

          The  Company sold certain contracts and  related equipment during the
      nine months ended September  30, 1997, resulting in a  non-operating gain
      of approximately $563,000.   These assets were primarily utilized  in the
      Company's commercial and residential waste collection services.<PAGE>




      Item 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                RESULTS OF OPERATIONS


          Interest expense, net of  interest income, for the nine  months ended
      September 30, 1997,  was $791,000  as compared to  $955,000 for the  nine
      months ended September 30,  1996.  Interest expense associated  with debt
      decreased  from $1,373,000 to  $1,236,000 as a result  of the decrease in
      the amount of interest-bearing debt outstanding.  Interest income related
      to receivables from affiliates increased from $418,000 to $445,000.

          The Company's income  tax provision  was calculated using  a rate  of
      approximately 39 percent for  the nine month periods ended  September 30,
      1997 and 1996.

          As a result  of the  foregoing, the  Company recorded a  net loss  of
      $1,453,000  for the nine months ended September  30, 1997, as compared to
      net income of $7,000 for the nine months ended September 30, 1996.


                           Liquidity And Capital Resources

          At September 30,  1997, the Company had a working  capital deficit of
      $3,216,000  compared to  a  working  capital  deficit  of  $1,614,000  at
      December  31, 1996.    Working capital  was  impacted  by a  decrease  in
      accounts receivable - trade, an increase in the current portion of  long-
      term  debt, and  an  increase  in  advances  from  affiliates.    Current
      financial resources, anticipated funds  from operations, and repayment of
      receivables from affiliate  (if needed)  are expected to  be adequate  to
      meet cash requirements in the year  ahead and the foreseeable future.  At
      September 30, 1997, the Company had cash of $4,674,000.

          Net cash  provided by  operating activities  during  the nine  months
      ended September 30 1997, was $334,000 compared to $3,378,000 for the nine
      months  ended  September 30,  1996.   The  decrease in  cash  provided by
      operating  activities was due primarily  to the net  loss incurred during
      1997,  net  of  changes  in  certain  operating  assets  and  liabilities
      (primarily  costs  and  estimated  earnings  in  excess  of  billings  on
      uncompleted contracts,  other assets,  and accounts  payable).   Net cash
      used by investing activities  during the nine months ended  September 30,
      1997,  was $3,989,000, as compared  to $1,732,000 during  the nine months
      ended September 30, 1996,  primarily due to capital expenditures  for the
      purchase  of  vehicles and  equipment.  Net  cash provided  by  financing
      activities  during  the  nine  months  ended   September  30,  1997,  was
      $6,891,000  as compared  to  net cash  used  by financing  activities  of
      $1,245,000 for the nine  months ended September 30, 1996, primarily  as a
      result of higher levels of debt borrowings and advances from KVN.<PAGE>




      Item 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                RESULTS OF OPERATIONS


                     Liquidity And Capital Resources (continued)

          During  the  nine  months ended  September  30,  1997  and 1996,  the
      Company's  average trade receivables were outstanding for 42 and 48 days,
      respectively.  Both  averages  were   based  on  the  nine-month  revenue
      annualized and compared to the trade receivable balances at September 30.
      Management  believes  that   the  number  of  days  outstanding  for  its
      receivables  approximates industry norms.  Credit is extended based on an
      evaluation of  the  customer's financial  condition.   Credit losses  are
      provided  for  in   the  financial  statements   and  have  been   within
      management's expectations.

          During  the  nine  months ended  September  30,  1997  and 1996,  the
      Company's  average trade  payables  were extended  for  35 and  29  days,
      respectively.  Both averages  were based on the nine-month  operating and
      selling, general, and administrative  expenses annualized and compared to
      trade payable balances at September 30.

          In addition  to its  own debt,  the Company  has also  guaranteed the
      indebtedness (an aggregate of  approximately $1,920,000 and $1,560,000 at
      December  31, 1996, and September 30, 1997, respectively) of the Kimmins'
      Employee  Stock Ownership Plan Trust,  in which employees  of the Company
      participate.

          Certain  of  KVN's  debt  agreements  with  a  financial  institution
      contain certain  covenants, the most  restrictive of which  requires, for
      KVN, maintenance of a consolidated tangible net worth, as defined, of not
      less than $6,500,000.  In addition, the covenants prohibit the payment of
      dividends  by the  Company  without lender  approval.   For  all  periods
      presented,  the  Company believes  that KVN  had  complied with  all loan
      documents.<PAGE>




      Item 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                RESULTS OF OPERATIONS


                     Liquidity And Capital Resources (continued)

      Forward-Looking Information

          The foregoing discussion in "Management's  Discussion and Analysis of
      Financial Condition  and Results of Operations"  contains forward-looking
      statements within the meaning of the Private Securities Litigation Reform
      Act  of 1995,  that reflect  management's current  views with  respect to
      future events and financial  performance. Such forward looking statements
      include,  without limitation, statements  regarding the  Company's future
      capital expenditures,  plant closures, product demand  and market growth,
      competitive  position, and  other statements  regarding future  plans and
      strategies,  anticipated  events  or   trends,  and  similar  expressions
      concerning matters  that  are  not  historical facts.    Such  statements
      involve  risks and uncertainties, and there are certain important factors
      that  could cause    actual  results  to  differ  materially  from  those
      anticipated.  Some  of the  important  factors  that could  cause  actual
      results  to differ materially from those anticipated include, but are not
      limited  to,  economic  conditions,  competitive  factors,  increases  in
      landfill  charges,  unanticipated  costs   in  connection  with  facility
      closures,  and other uncertainties, all of which are difficult to predict
      and many of  which are beyond the  control of the  Company.  Due to  such
      uncertainties and risk, readers are cautioned not to place undue reliance
      on  such  forward-looking statements,  which speak  only  as of  the date
      hereof.

      Effect of Inflation

          Inflation  has not  had, and  is  not expected  to  have, a  material
      impact  upon  the Company's  operations.    If inflation  increases,  the
      Company  will  attempt to  increase its  prices  to offset  its increased
      expenses.  No  assurance can be given, however, that  the Company will be
      able to adequately increase its prices in response to inflation.


      Item 3.               QUANTITATIVE AND QUALITATIVE 
                            DISCLOSURES ABOUT MARKET RISK


        Not required pursuant to Item 305, General Instruction 1.<PAGE>




                             PART II - OTHER INFORMATION

      Item 1. Legal proceedings

          During April 1997,  Kimmins Recycling Corp. ("KRC"),  a subsidiary of
      the Company,  filed  a claim  in  the Fourth  Judicial  Circuit Court  of
      Florida  against the  Consolidated  City of  Jacksonville, Duval  County,
      Florida.    This  action   challenged  the  propriety  of  the   City  of
      Jacksonville,  Non-Residential Solid Waste  Collection and Transportation
      Franchise Ordinance (the "Franchise Ordinance").   KRC sought declaratory
      and injunctive relief within  the jurisdiction of the court  and recovery
      of damages  in excess  of $15,000.    KRC's request  for declaratory  and
      injunctive relief was denied,  and the Company is not  currently pursuing
      additional litigation.

          During June 1997, KRC,  St. Lucie County, a political  subdivision of
      the  State  of  Florida, and  the  City of  Fort  Pierce,  a municipality
      organized under  the laws of  the State  of Florida, were  notified of  a
      class  action lawsuit filed in  the Nineteenth Judicial  Circuit Court of
      Florida by three  residents of St. Lucie County.   This action challenged
      the  propriety of  certain contract  provisions  included in  KRC s solid
      waste  and recyclable  materials  collection service  agreement with  St.
      Lucie County,  which  allow  KRC  to  place  liens  on  the  property  of
      delinquent service recipients. The court recently refused  to certify the
      existence of a class. Therefore, the Company is aggressively pursuing its
      lien  rights  under  the service  agreement  with  St.  Lucie County.  At
      September 30, 1997,  the total  amount of lien  rights was  approximately
      $500,000.

      Item 2. Changes in securities

          None

      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)     The following documents  are filed as exhibits  to this  Form
      10-Q:

                  11. - Calculation of income (loss) per share
                  27. - Financial Data Schedule (for SEC use only)

          (b)     No reports on Form 8-K were filed during the quarter for 
                  which this report is filed.<PAGE>




                                      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.


                                  TRANSCOR WASTE SERVICES, INC.
                                          


      Date:    November 14, 1997       By:  /s/Joseph M. Williams
             ---------------------     ----------------------------------------
                                       Joseph M. Williams
                                       President
                                       (Principal Executive Officer)


      Date:    November 14, 1997       By:  /s/Norman S. Dominiak
             ---------------------     ----------------------------------------
                                       Norman S. Dominiak
                                       Treasurer and Chief Financial Officer
                                       (Principal Accounting and
                                        Financial Officer)<PAGE>




                                      EXHIBIT 11

                            TransCor Waste Services, Inc.

                        Calculation of Income (Loss) Per Share

         Three and Nine Months Ended September 30, 1996 and 1997 (unaudited)


                                              Three months ended September 30, 
                                              --------------------------------- 
                                                    1996             1997      
                                              ---------------- ----------------
      Primary income (loss) per common share:
      ---------------------------------------
      Net income (loss) . . . . . . . . . . . $        58,412  $    (1,319,826)
                                              ================ ================
      Weighted average shares of common stock
        outstanding:
          Average shares outstanding  . . . .       4,000,000        4,010,000 
          Assumed exercise of stock          
             options  . . . . . . . . . . . .          49,429           41,467 
                                              ---------------- ----------------
      Weighted average shares of common      
        stock outstanding - primary . . . . .       4,049,429        4,051,467 
                                              ================ ================
      Primary income (loss) per share . . . . $           .01  $          (.33)
                                              ================ ================
                                             
      Fully diluted income (loss) per common 
      share:
      --------------------------------------- 
      Net income (loss) . . . . . . . . . . . $        58,412  $    (1,286,715)
                                              ================ ================
      Weighted average shares of common stock
        outstanding:
          Average shares outstanding  . . . .       4,000,000        4,010,000 
          Assumed exercise of                
             stock options  . . . . . . . . .          53,875           41,467 
                                              ---------------- ----------------
      Weighted average shares                
        of common stock outstanding -        
        fully diluted . . . . . . . . . . . .       4,053,875        4,051,467 
                                              ================ ================
      Fully diluted income (loss)            
        per share . . . . . . . . . . . . . . $           .01  $          (.32)
                                              ================ ================<PAGE>




                                      EXHIBIT 11

                            TransCor Waste Services, Inc.

                        Calculation of Income (Loss) Per Share

         Three and Nine Months Ended September 30, 1996 and 1997 (unaudited)


                                               Nine months ended September 30, 
                                              ---------------------------------
                                                    1996             1997      
                                              ---------------- ----------------
      Primary loss per common share:         
      ---------------------------------------
      Net income  . . . . . . . . . . . . . . $         7,156  $    (1,452,775)
                                              ================ ================
      Weighted average shares of common stock
        outstanding:
          Average shares outstanding  . . . .       3,997,117        4,010,000 
          Assumed exercise of stock          
             options  . . . . . . . . . . . .          63,456           51,029 
          Assumed exercise of stock          
          warrants  . . . . . . . . . . . . .           -                -     
                                              ---------------- ----------------
      Weighted average shares of common      
        stock outstanding - primary . . . . .       4,060,573        4,061,029 
                                              ================ ================
      Primary income per share  . . . . . . . $           .00  $          (.36)
                                              ================ ================
                                             
      Fully diluted loss per common share:   
      ---------------------------------------
      Net income  . . . . . . . . . . . . . . $         7,156  $    (1,354,522)
                                              ================ ================
      Weighted average shares of common      
        stock outstanding:
          Average shares outstanding  . . . .       3,997,117        4,010,000 
          Assumed exercise of stock          
             options  . . . . . . . . . . . .          63,456           51,029 
          Assumed exercise of stock          
             warrants . . . . . . . . . . . .           -                -     
                                              ---------------- ----------------
      Weighted average shares of common      
        stock outstanding -                  
        fully diluted . . . . . . . . . . . .       4,060,573        4,061,029 
                                              ================ ================
      Fully diluted income per share  . . . . $          0.00  $          (.33)
                                              ================ ================<PAGE>