<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 June 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 [ ]<PAGE>



                  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 [ ]
                                           
                         Applicable Only to Corporate Issuers

      The number of shares of Common  Stock outstanding on August 12, 1997, was
      4,010,000 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 June 30, 1997 
                        (unaudited) . . . . . . . . . . . . . . . . . . . 1 - 2

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

                        Consolidated statements of cash flows for the
                        six months ended June 30, 1996 and 1997 
                        (unaudited) . . . . . . . . . . . . . . . . . . . . . 5

                        Notes to consolidated financial statement . . . . 6 - 8

             Item 2.    Management's discussion and analysis
                        of financial condition and results of 
                        operation . . . . . . . . . . . . . . . . . . .  9 - 12

      PART II. OTHER INFORMATION

             Item 1.    Legal proceedings . . . . . . . . . . . . . . . . .  13

             Item 2.    Changes in securities . . . . . . . . . . . . . . .  13

             Item 3.    Defaults upon senior securities . . . . . . . . . .  13

             Item 4.    Submission of matters to a vote of 
                        security holders  . . . . . . . . . . . . . . . . .  13
      
             Item 5.    Other information . . . . . . . . . . . . . . . . .  13

             Item 6.    Exhibits and reports on Form 8-K  . . . . . . . . .  13

                        Signatures  . . . . . . . . . . . . . . . . . . . .  14

                        Exhibit 11 - Calculation of income (loss)
                        per share . . . . . . . . . . . . . . . . . . . 15 - 16<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, 1996   June 30, 1997  
                                           ----------------- ----------------- 
                                                                (unaudited)

      Current assets:                      
        Cash  . . . . . . . . . . . . . .  $      1,437,788  $      1,875,247 
        Due from affiliate  . . . . . . .         1,953,236         1,202,729 
        Accounts receivable -              
         trade, net . . . . . . . . . . .         6,230,484         5,972,538 
        Costs and estimated earnings in                                       
        excess of billings on              
         uncompleted contracts  . . . . .           230,869           654,005 
        Income tax refund receivable  . .           422,567           370,814 
        Deferred income taxes . . . . . .           639,079           639,079 
        Other current assets  . . . . . .           255,552            99,822 
                                           ----------------- ----------------- 
         Total current assets . . . . . .        11,169,575        10,814,234 
                                           ----------------- ----------------- 
      Property and equipment, net . . . .        26,115,277        25,974,992 
      Intangible assets, net  . . . . . .           898,853           651,525 
      Due from affiliate  . . . . . . . .         6,840,516         5,959,363 
      Other assets  . . . . . . . . . . .           985,608         1,567,579 
                                           ----------------- ----------------- 
                                           $     46,009.829  $     44,967,693 
                                           ================= =================
      

                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                             CONSOLIDATED BALANCE SHEETS

                         LIABILITIES AND STOCKHOLDERS' EQUITY


                                           December 31, 1996   June 30, 1997
                                           ----------------- ----------------- 
                                                                (unaudited)
                                           
      Current liabilities:                 
        Accounts payable, trade . . . . .  $      4,255,150  $      3,732,872 
        Accrued expenses  . . . . . . . .         4,536,778         4,446,356 
        Billings in excess of costs and    
         estimated earnings on             
         uncompleted contracts  . . . . .           170,771            56,162 
        Due to affiliate  . . . . . . . .           368,199           483,915 
        Current portion of long-term       
         debt . . . . . . . . . . . . . .         3,453,168         4,050,322 
                                           ----------------- ----------------- 
         Total current liabilities  . . .        12,784,066        12,769,627 
                                           ----------------- ----------------- 
                                           
      Long-term debt, net of current       
        maturities (including debt         
        owed to KVN of $2,003,258 at       
        December 31, 1996 and June 30,     
        1997) . . . . . . . . . . . . . .        16,807,059        15,912,311 
      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       
         outstanding  . . . . . . . . . .             4,010             4,010 
        Capital in excess of par value  .        12,193,547        12,193,547 
        Retained earnings . . . . . . . .           969,798           836,849 
                                           ----------------- ----------------- 
        Less treasury stock, at cost             13,167,355        13,034,406 
         (10,000 shares)  . . . . . . . .           (48,006)          (48,006)
                                           ----------------- ----------------- 
         Total stockholders' equity . . .        13,119,349        12,986,400 
                                           ----------------- ----------------- 
                                           $     46,009,829  $     44,967,693 
                                           ================= =================


                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS


                                               Three months ended June 30,    
                                           ----------------------------------- 
                                                 1996               1997      
                                           ----------------- ----------------- 
                                               (unaudited)       (unaudited)  
                                           
      Revenue . . . . . . . . . . . . . .  $     10,567,523  $     11,494,963 
                                           
      Expenses:                            
        Operating expenses  . . . . . . .         8,278,628         9,486,812 
        Selling, general, and              
         administrative expenses  . . . .         1,750,976         2,364,530 
                                           ----------------- ----------------- 
      Operating income (loss) . . . . . .           537,919          (356,379)
                                           
      Non-operating gain (loss) on         
        disposal of equipment . . . . . .            (5,172)          367,688 
                                           
      Interest expense, net . . . . . . .          (323,934)         (262,514)
                                           ----------------- ----------------- 
      Income (loss) before provision for   
        income taxes  . . . . . . . . . .           208,813          (251,205)
                                           
      Provision for income taxes           
        (benefit) . . . . . . . . . . . .            81,439           (97,971)
                                           ----------------- ----------------- 
      Net income (loss) . . . . . . . . .  $        127,374  $       (153,234)
                                           ================= =================
      Share data:                          
        Primary income (loss) per          
         share  . . . . . . . . . . . . .  $            .03  $           (.04)
        Fully diluted income (loss)        ================= =================
         per share  . . . . . . . . . . .  $            .03  $           (.04)
                                           ================= =================
                                           
      Weighted average number of shares    
        outstanding used in computations:  
         Primary  . . . . . . . . . . . .         4,055,028         4,000,000 
                                           ================= =================
         Fully diluted  . . . . . . . . .         4,055,028         4,000,000 
                                           ================= =================


                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS


                                                Six months ended June 30,     
                                           -----------------------------------
                                                 1996               1997      
                                           ----------------- ----------------- 
                                               (unaudited)       (unaudited)  
                                           
      Revenue . . . . . . . . . . . . . .  $     21,626,488  $     23,837,931 
                                           
      Expenses:                            
        Operating expenses  . . . . . . .        17,583,741        19,380,068 
        Selling, general, and              
        administrative expenses . . . . .         3,442,986         4,523,952 
                                           ----------------- ----------------- 
      Operating income (loss) . . . . . .           599,761           (66,089)
                                           
      Non-operating gain (loss) on         
        disposal of equipment . . . . . .           (33,959)          354,739 
                                           
      Interest expense, net . . . . . . .          (649,825)         (506,600)
                                           ----------------- ----------------- 
      Loss before provision for income     
        taxes . . . . . . . . . . . . . .           (84,023)         (217,950)
                                           
      Provision for income taxes           
        (benefit) . . . . . . . . . . . .           (32,767)          (85,001)
                                           ----------------- ----------------- 
      Net loss  . . . . . . . . . . . . .  $        (51,256) $       (132,949)
                                           ================= =================
      Share data:                          
        Primary loss per share  . . . . .  $           (.01) $           (.03)
                                           ================= =================
        Fully diluted loss per share  . .  $           (.01) $           (.03)
                                           ================= =================
                                           
      Weighted average number of shares    
        outstanding used in computations:  
           Primary  . . . . . . . . . . .         3,995,659         4,000,000 
                                           ================= =================
           Fully diluted  . . . . . . . .         3,995,659         4,000,000 
                                           ================= =================

                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                Six months ended June 30,     
                                           -----------------------------------
                                                 1996               1997      
                                           ----------------- -----------------
                                              (unaudited)       (unaudited)
      Cash flows from operating                             
        activities:                                                           
         Net loss . . . . . . . . . . . .  $        (51,256) $       (132,949)
         Adjustments to reconcile net      
          loss to net cash provided by     
          operating activities:            
            Depreciation and               
             amortization . . . . . . . .         1,756,659         2,114,766 
            (Gain) loss on disposal of     
             equipment  . . . . . . . . .            33,959          (354,739)
            Changes in operating assets    
             and liabilities:              
              Accounts receivable   . . .           907,243           257,946 
              Costs and estimated          
                earnings in excess of      
                billings on uncompleted    
                contracts . . . . . . . .           447,328          (423,136)
              Income tax refund            
                receivable  . . . . . . .           529,406            51,753 
              Other assets  . . . . . . .          (363,614)         (509,094)
              Accounts payable  . . . . .        (1,181,275)         (522,278)
              Accrued expenses  . . . . .          (579,631)          (90,422)
              Billings in excess of costs  
                and estimated earnings on  
                uncompleted contracts . .          (137,252)         (114,609)
                                           ----------------- -----------------
         Total adjustments  . . . . . . .         1,412,823           410,187 
                                           ----------------- -----------------
      Net cash provided by operating       
        activities  . . . . . . . . . . .         1,361,567           277,238 
                                           ----------------- -----------------
      Cash flows from investing            
        activities:                        
         Capital expenditures . . . . . .        (1,490,672)       (2,398,444)
         Proceeds from sale of property    
          and equipment   . . . . . . . .            15,475         1,108,883 
         Net cash used by investing        ----------------- -----------------
          activities  . . . . . . . . . .        (1,475,197)       (1,289,561)
                                           ----------------- -----------------

                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (continued)


                                                Six months ended June 30,     
                                           -----------------------------------
                                                 1996               1997      
                                           ----------------- -----------------
                                              (unaudited)       (unaudited)
      Cash flows from financing            
        activities:                        
         Proceeds from long-term debt . .  $      1,212,414  $      2,088,212 
         Repayment of long-term debt  . .        (1,902,075)       (2,385,806)
         Repayment of advances from KVN .           961,620         1,747,376 
         Proceeds from stock warrants . .            60,000             -     
      Net cash provided by financing       ----------------- -----------------
        activities  . . . . . . . . . . .           331,959         1,449,782 
                                           ----------------- -----------------
      Net increase in cash  . . . . . . .           218,329           437,459 
      Cash, beginning of period . . . . .         3,414,479         1,437,788 
                                           ----------------- -----------------
      Cash, end of period . . . . . . . .  $      3,632,808  $      1,875,247 
                                           ================= =================


                               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.

          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  six-month periods ended
      June 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 $56,000
      and   $247,000  for  the  six  months  ended  June  30,  1996  and  1997,
      respectively.  Accumulated  amortization  was $191,000  and  $438,000  at
      December 31, 1996, and June 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 $59,000
      and  $83,000  for  the  six   months  ended  June  30,  1996  and   1997,
      respectively.   Accumulated  amortization  was $296,000  and $379,000  at
      December 31, 1996, and June 30, 1997, respectively.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

          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, 1996   June 30, 1997
                                           ----------------- -----------------
                                                                (unaudited)

          Land  . . . . . . . . . . . . .  $      4,610,323  $      4,610,323 
          Buildings and improvements  . .         5,621,962         5,641,656 
          Vehicles  . . . . . . . . . . .        13,459,891        13,634,396 
          Waste containers and             
            equipment . . . . . . . . . .        12,508,751        13,184,227 
          Furniture and fixtures  . . . .           547,739           675,085 
          Construction in progress  . . .            33,462           184,384 
                                           ----------------- -----------------
                                                 36,782,128        37,930,071 
          Less accumulated depreciation         (10,666,851)      (11,955,079)
                                           ----------------- -----------------
                                           $     26,115,277  $     25,974,992 
                                           ================= =================

          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 $1,641,000 and
      $1,785,000 for the six months ended June 30, 1996 and 1997, respectively.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      3.    Long-term debt
                                           December 31, 1996   June 30, 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  $     12,903,803 
                                           
          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         5,055,572 
                                           ----------------- -----------------
                                                 20,260,227        19,962,633 
          Less current portion  . . . . .        (3,453,168)       (4,050,322)
                                           ----------------- -----------------
                                           $     16,807,059  $     15,912,311 
                                           ================= =================

          As of June 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 $1,680,000 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 are
      exercisable through March 25, 1998.<PAGE>



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

                                RESULTS OF OPERATIONS

               COMPARISON OF THREE MONTHS ENDED JUNE 30, 1997 AND 1996

          Revenue for  the three months ended  June 30,  1997, was $11,495,000,
      representing  an increase  of $927,000  or  approximately 9  percent from
      $10,568,000 for  the three months ended  June 30, 1996.   The increase in
      total  revenue was  primarily  attributable to  the Company's  demolition
      operations, which  generated revenue of approximately  $3,123,000 for the
      three months ended  June 30, 1997,  compared to approximately  $2,044,000
      for the same period in 1996.

          Operating  expenses for the  three months  ended June  30, 1997, were
      $9,487,000, representing  an increase  of $1,208,000 or  approximately 15
      percent  from  $8,279,000  for the  three  months  ended  June 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  volume-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  June  30, 1997,  were  $2,365,000,  representing  an  increase  of
      $614,000 or 35  percent from $1,751,000 for  the three months  ended June
      30, 1996.   The dollar and  percentage increase in selling,  general, and
      administrative expenses is primarily  attributable to increased  overhead
      costs,  such  as  administrative, sales,  and  marketing  costs  that are
      associated with higher expected levels of operations.

          The Company  sold certain vehicles,  waste containers, and  equipment
      during the three months ended June 30, 1997, resulting in a non-operating
      gain  of approximately $368,000.  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
      June 30, 1997, was $265,000 as  compared to $324,000 for the three months
      ended June 30,  1996.   Interest expense associated  with debt  decreased
      from $453,000 to $428,000  as a result of the  decrease in the amount  of
      interest-bearing   debt   outstanding.     Interest  income   related  to
      receivables from affiliates increased from $130,000 to $165,000.

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

          As a result  of the foregoing,  the Company  recorded a  net loss  of
      $153,000 for the  three months ended  June 30, 1997,  as compared to  net
      income of $127,000 for the three months ended June 30, 1996.<PAGE>



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

                                RESULTS OF OPERATIONS

                COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 AND 1996

          Revenue for  the six  months ended  June 30,  1997, was  $23,838,000,
      representing an increase  of $2,211,000 or approximately 10  percent from
      $21,626,000  for the  six months ended  June 30,  1996.   The increase in
      total  revenue was  primarily  attributable to  the Company's  demolition
      operations, which  generated revenue of approximately  $7,059,000 for the
      six  months ended June 30, 1997, compared to approximately $4,497,000 for
      the same period in 1996.

          Operating  expenses for  the six  months  ended  June 30,  1997, were
      $19,380,000, representing  an increase of $1,796,000  or approximately 10
      percent  from $17,584,000  for  the  six  months  ended  June  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  volume-related  increases  in
      certain major  operational expenses;  such as,  landfill fees  and direct
      labor costs.

          Selling,  general, and  administrative expenses  for the  six  months
      ended  June  30, 1997,  were  $4,524,000,  representing  an  increase  of
      $1,081,000 or 31  percent from $3,443,000 for  the six months  ended June
      30, 1996.   The dollar and  percentage increase in selling,  general, and
      administrative expenses is primarily  attributable to increased  overhead
      costs,  such  as  administrative, sales,  and  marketing  costs  that are
      associated with higher expected levels of operations.

          The Company  sold certain vehicles,  waste containers, and  equipment
      during the six  months ended June 30, 1997, resulting  in a non-operating
      gain  of approximately $355,000.  These assets were primarily utilized in
      the Company's commercial and residential waste collection services.

          Interest expense,  net of interest income,  for the  six months ended
      June 30,  1997, was $507,000 as  compared to $650,000 for  the six months
      ended June 30,  1996.   Interest expense associated  with debt  decreased
      from $914,000 to $810,000  as a result of the  decrease in the amount  of
      interest-bearing   debt   outstanding.     Interest  income   related  to
      receivables from affiliates increased from $264,000 to $303,000.

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

          As a result  of the foregoing,  the Company  recorded a  net loss  of
      $133,000 for  the six months  ended June 30, 1997,  as compared to  a net
      loss of $51,000 for the six months ended June 30, 1996.<PAGE>



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

                           LIQUIDITY AND CAPITAL RESOURCES

          At  June 30,  1997, the  Company  had  a working  capital deficit  of
      $1,955,000  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 and an  increase in  the current portion  of
      long-term  debt.   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  June 30,  1997, the  Company  had cash  of
      $1,875,000.

          Net  cash  provided by  operating activities  during  the six  months
      ended June  30 1997,  was $277,000  compared  to $1,362,000  for the  six
      months ended June 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 six months ended June 30, 1997, was $1,290,000, as compared to
      $1,475,000 during the six  months ended June 30,  1996, primarily due  to
      capital expenditures for the purchase of vehicles and equipment. Net cash
      provided by financing  activities during  the six months  ended June  30,
      1997, was $1,450,000  as compared to  $332,000 for the  six months  ended
      June 30, 1996, primarily as a result of higher levels  of debt borrowings
      and the repayment of advances from KVN.

          During  the six  months ended June  30, 1997 and  1996, the Company's
      average  trade receivables  were outstanding  for 46 days.  Both averages
      were based on the six-month revenue annualized and compared to the  trade
      receivable balances at June 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  six months ended  June 30, 1997  and 1996,  the Company's
      average  trade payables were extended  for 29 and  24 days, respectively.
      Both averages were based on the six-month operating and selling, general,
      and  administrative expenses  annualized  and compared  to trade  payable
      balances at June 30.

          In addition  to its own  debt, the  Company has  also guaranteed  the
      indebtedness (an aggregate of  approximately $1,920,000 and $1,680,000 at
      December  31,  1996, and  June 30,  1997,  respectively) of  the Kimmins'
      Employee  Stock Ownership Plan Trust,  in which employees  of the Company
      participate.<PAGE>



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

                     LIQUIDITY AND CAPITAL RESOURCES (continued)

          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.

          The Company  intends to expand the  range of  services offered, while
      increasing the  size  and scope  of  the customer  base for  its  current
      operations.    Expansion of  the Company's  operations, however,  will be
      dependent upon, among other things, its ability to attract new customers,
      successfully manage  growth, provide additional services  on a profitable
      basis, and obtain the resources necessary to pursue other opportunities.

          Historically,  inflation  has  not  had  a  material  effect  on  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.

      Forward-Looking Information

          The foregoing discussion in "Management's Discussion and Analysis  of
      Financial Condition and  Results of Operations" contains  forward-looking
      statements that reflect management's current views with respect to future
      events and  financial performance.   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.   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, 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.<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 currently reviewing its
      options.

          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.  KRC believes that it has a  valid agreement with St. Lucie
      County and intends to defend its position.

      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:    August 12, 1997          By: /s/ Ira D. Cohen
             -------------------            ------------------------     
                                            Ira D. Cohen
                                            President
                                            (Principal Executive Officer)



      Date:    August 12, 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 Six Months Ended June 30, 1996 and 1997 (unaudited)


                                               Three months ended June 30,    
                                           -----------------------------------

                                                 1996               1997
                                           ----------------- -----------------
      Primary income (loss) per            
      common share:

      Net income (loss) . . . . . . . . .  $        127,374  $       (153,234)
                                           ================= ================= 

      Weighted average shares of common    
      stock outstanding:

        Average shares outstanding  . . .         4,000,000         4,000,000 
        Assumed exercise of                
         stock options  . . . . . . . . .            55,028             -     
                                           ----------------- -----------------
      Weighted average shares of common    
        stock outstanding - primary . . .         4,055,028         4,000,000 
                                           ================= =================

      Primary income (loss) per share . .  $            .03  $           (.04)
                                           ================= =================

                                           

      Fully diluted income (loss) per      
      common share:
      Net income (loss) . . . . . . . . .  $        127,374  $       (153,234)
                                           ================  =================

      Weighted average shares of common    
      stock outstanding:

        Average shares outstanding  . . .         4,000,000         4,000,000 
        Assumed exercise of                
         stock options  . . . . . . . . .            55,028             -     
                                           ----------------- -----------------

      Weighted average shares of common    
        stock outstanding -                
        fully diluted . . . . . . . . . .         4,055,028         4,000,000 
                                           ================= =================
      Fully diluted income (loss)          
        per share . . . . . . . . . . . .  $            .03  $           (.04)
                                           ================= =================<PAGE>



                                      EXHIBIT 11

                            TransCor Waste Services, Inc.
                        Calculation of Income (Loss) Per Share

            Three and Six Months Ended June 30, 1996 and 1997 (unaudited)


                                                Six months ended June 30,     
                                           ----------------------------------- 

                                                 1996               1997
                                           ----------------- -----------------
      Primary loss per common share:       

      Net loss  . . . . . . . . . . . . .  $        (51,256) $       (132,949)
                                           ================= =================

      Weighted average shares of common    
      stock outstanding:

      Average shares outstanding  . . . .         3,995,659         4,000,000 
      Assumed exercise of stock            
        options . . . . . . . . . . . . .             -                 -     
      Assumed exercise of stock            
        warrents  . . . . . . . . . . . .             -                 -     
                                           ----------------- -----------------
      Weighted average shares of common    
        stock outstanding - primary . . .         3,995,659         4,000,000 
                                           ================= =================

      Primary loss per share  . . . . . .  $           (.01) $           (.03)
                                           ================= =================

                                           

      Fully diluted loss per common share: 
      Net loss  . . . . . . . . . . . . .  $        (51,256) $       (132,949)
                                           ================= =================

      Weighted average shares of common    
      stock outstanding:

        Average shares outstanding  . . .         3,995,659         4,000,000 
        Assumed exercise of                
         stock options  . . . . . . . . .             -                 -     
        Assumed exercise of                
         stock warrants . . . . . . . . .             -                 -     
                                           ----------------- -----------------

      Weighted average shares of common    
      stock outstanding -                         3,995,659         4,000,000 
        fully diluted . . . . . . . . . .  ================= =================
      Fully diluted loss per share  . . .  $           (.01) $           (.03)
                                           ================= =================<PAGE>