<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 March 31, 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 No.)

                   1502 Second Avenue, East, Tampa, Florida  33605
               -------------------------------------------------------
                (Address of registrant's principal executive offices,
                                 including zip code)

                                    (813) 248-5885
               -------------------------------------------------------
                 (Registrant's telephone number, including area code)

                                    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 May 14, 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 March 31, 1997 (unaudited)  . . . .  1 - 2 

                        Consolidated statements of operations for 
                         the three months ended March 31, 1996 
                        and 1997 (unaudited)  . . . . . . . . . . . . . .  3 

                        Consolidated statements of cash flows for 
                         the three months ended March 31, 1996 
                         and 1997 (unaudited) . . . . . . . . . . . . . .  4 

                        Notes to consolidated financial statement . .  5 - 7 

               Item 2. Management's discussion and analysis of 
                        financial condition and results of 
                        operations  . . . . . . . . . . . . . . . . .  8 - 10

        PART II. OTHER INFORMATION

               Item 1. Legal proceedings  . . . . . . . . . . . . . . . .  10

               Item 2. Changes in securities  . . . . . . . . . . . . . .  10

               Item 3. Defaults upon senior securities  . . . . . . . . .  10

               Item 4. Submission of matters to a vote of security 
                        holders . . . . . . . . . . . . . . . . . . . . .  10
        
               Item 5. Other information  . . . . . . . . . . . . . . . .  10

               Item 6. Exhibits and reports on Form 8-K . . . . . . . . .  10

                       Signatures . . . . . . . . . . . . . . . . . . . .  11

               Exhibit 11 Calculation of income (loss) per share  . . . .  12<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,   March 31,
                                                      1996          1997     
                                                 ------------- -------------
                                                                (unaudited)
        Current assets:                          
          Cash  . . . . . . . . . . . . . . . . .$   1,437,788 $   1,328,102 
          Due from affiliate  . . . . . . . . . .    1,953,236     1,953,236 
          Accounts receivable - trade, net  . . .    6,230,484     6,298,074 
          Costs and estimated earnings in excess                             
           of billings on uncompleted            
           contracts  . . . . . . . . . . . . . .      230,869       701,672 
          Income tax refund receivable  . . . . .      422,567       376,973 
          Deferred income taxes . . . . . . . . .      639,079       639,079 
          Other current assets  . . . . . . . . .      255,552        92,020 
                                                 ------------- -------------
           Total current assets . . . . . . . . .   11,169,575    11,389,156 
                                                 ------------- -------------
        Property and equipment, net . . . . . . .   26,115,277    26,634,965 
        Intangible assets, net  . . . . . . . . .      898,853       864,677 
        Due from affiliate  . . . . . . . . . . .    6,840,516     7,127,607 
        Other assets  . . . . . . . . . . . . . .      985,608     1,419,734 
                                                 ------------- -------------
                                                 $  46,009.829 $  47,436,139 
                                                 ============= =============





                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                             CONSOLIDATED BALANCE SHEETS

                         LIABILITIES AND STOCKHOLDERS' EQUITY


                                                  December 31,   March 31,
                                                      1996          1997     
                                                 ------------- -------------
                                                                (unaudited)
        Current liabilities:                     
          Accounts payable, trade . . . . . . . .$   4,255,150 $   4,538,955 
          Accrued expenses  . . . . . . . . . . .    4,536,778     4,680,065 
          Billings in excess of costs and        
           estimated earnings on uncompleted     
           contracts  . . . . . . . . . . . . . .      170,771       182,137 
          Due to affiliate  . . . . . . . . . . .      368,199     1,159,335 
          Current portion of long-term debt . . .    3,453,168     3,689,995 
                                                 ------------- -------------
           Total current liabilities  . . . . . .   12,784,066    14,250,487 
                                                 ------------- -------------
                                                 
        Long-term debt, including debt owed to   
          KVN of $2,003,258 at December 31, 1996 
          and March 31, 1997  . . . . . . . . . .   16,807,059    16,746,663 
        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       990,083 
                                                 ------------- -------------
          Less treasury stock, at cost              13,167,355    13,187,640 
           (10,000 shares)  . . . . . . . . . . .      (48,006)      (48,006)
                                                 ------------- -------------
           Total stockholders' equity . . . . . .   13,119,349    13,139,634 
                                                 ------------- -------------
                                                 $  46,009,829 $  47,436,139 
                                                 ============= =============






                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS


                                                      Three months ended
                                                           March 31,         
                                                 ---------------------------
                                                      1996          1997     
                                                 ------------- -------------
                                                  (unaudited)   (unaudited)  
                                                 
        Revenue . . . . . . . . . . . . . . . . .$  11,058,965 $  12,342,968 
                                                 
        Expenses:                                
          Operating expenses  . . . . . . . . . .    9,305,113     9,893,256 
          Selling, general, and administrative   
           expenses . . . . . . . . . . . . . . .    1,720,797     2,107,788 
                                                 ------------- -------------
        Operating income  . . . . . . . . . . . .       33,055       341,924 
                                                 
        Interest expense  . . . . . . . . . . . .      325,891       308,669 
                                                 ------------- -------------
        Income (loss) before provision for income
          taxes . . . . . . . . . . . . . . . . .     (292,836)       33,255 
                                                 
        Provision for income taxes (benefit)  . .     (114,206)       12,970 
                                                 ------------- -------------
        Net income (loss) . . . . . . . . . . . .$    (178,630)$      20,285 
                                                 ============= =============
        Share data:                              
          Primary income (loss) per share . . . .$        (.04)$         .01 
          Fully diluted income (loss)            ============= =============
           per share  . . . . . . . . . . . . . .$        (.04)$         .01 
                                                 ============= =============
                                                 
        Weighted average number of shares        
          outstanding used in computations:      
           Primary  . . . . . . . . . . . . . . .    3,991,319     4,024,902 
                                                 ============= =============
           Fully diluted  . . . . . . . . . . . .    3,991,319     4,024,902 
                                                 ============= =============







                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                      Three months ended 
                                                           March 31,         
                                                 ---------------------------
                                                      1996          1997     
                                                 ------------- -------------
                                                   (unaudited)  (unaudited)
                                                 
        Cash flows from operating activities:                                
          Net income (loss) . . . . . . . . . . .$    (178,630)$      20,285 
          Adjustments to reconcile net income    
           (loss) to net cash provided by        
           operating activities:                 
            Depreciation  . . . . . . . . . . . .      861,241       960,709 
            Loss on disposal of equipment . . . .       28,787        12,949 
            Changes in operating assets and      
             liabilities:                        
              Accounts receivable . . . . . . . .      432,956       (67,590)
              Costs and estimated earnings in    
               excess of billings on uncompleted 
               contracts  . . . . . . . . . . . .      424,668      (470,803)
              Income tax refund receivable  . . .      (52,033)       45,594 
              Other assets  . . . . . . . . . . .      (65,716)     (312,021)
              Accounts payable  . . . . . . . . .     (913,001)      283,805 
              Accrued expenses  . . . . . . . . .      189,704       143,287 
              Billings in excess of costs and    
               estimated earnings on uncompleted 
               contracts  . . . . . . . . . . . .     (178,983)       11,366 
                                                 ------------- -------------
           Total adjustments  . . . . . . . . . .      727,623       607,296 
        Net cash provided by operating           ------------- -------------
          activities  . . . . . . . . . . . . . .      548,993       627,581 
                                                 ------------- -------------
        Cash flows from investing activities:    
          Capital expenditures  . . . . . . . . .     (794,369)   (1,423,743)
          Proceeds from sale of property and     
           equipment  . . . . . . . . . . . . . .       15,400         6,000 
                                                 ------------- -------------
        Net cash used by investing activities . .     (778,969)   (1,417,743)
                                                 ------------- -------------
        Cash flows from financing activities:    
          Proceeds from long-term debt  . . . . .      611,259     1,031,532 
          Repayment of long-term debt . . . . . .     (938,308)     (855,101)
          Repayment of advances from KVN  . . . .      653,984       504,045 
          Proceeds from stock warrants  . . . . .       60,000         -     
                                                 ------------- -------------
        Net cash provided by financing           
          activities  . . . . . . . . . . . . . .      386,935       680,476 
                                                 ------------- -------------


                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Continued)


                                                      Three months ended 
                                                           March 31,         
                                                 ---------------------------
                                                      1996          1997     
                                                 ------------- -------------
                                                   (unaudited)  (unaudited)
        Net increase (decrease) in cash . . . . .      156,959      (109,686)
        Cash, beginning of period . . . . . . . .    3,414,479     1,437,788 
                                                 ------------- -------------
        Cash, end of period . . . . . . . . . . .$   3,571,438 $   1,328,102 
                                                 ============= =============



                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


        1. Organization and summary of significant accounting policies

           Basis  of  presentation  -  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.

           These financial statements of the Company omit or condense certain
        footnotes and  other information  normally included in  the financial
        statements prepared  in accordance with generally accepted accounting
        principles.  In the opinion of the Company, all adjustments necessary
        for fair presentation  of the financial  information for the  interim
        periods reported  have included.   Such  adjustments consist  only of
        normal recurring items.  

           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 $25,000 and  $34,000 for the  three months ended  March
        31,  1996  and  1997,  respectively.  Accumulated   amortization  was
        $191,000  and  $225,000 at  December 31,  1996,  and March  31, 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  $33,000 and  $41,000 for the  three months
        ended   March  31,   1996  and   1997,  respectively.     Accumulated
        amortization  was  $296,000 and  $337,000 at  December 31,  1996, and
        March 31, 1997, respectively.

           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).<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


        2. Property and equipment, net

                                                  December 31,   March 31,
                                                     1996           1997     
                                                 ------------- -------------
                                                                (unaudited)

           Land . . . . . . . . . . . . . . . . .$   4,610,323 $   4,610,323 
           Buildings and improvements . . . . . .    5,621,962     5,633,547 
           Vehicles . . . . . . . . . . . . . . .   13,459,891    14,106,684 
           Waste containers and equipment . . . .   12,508,751    13,220,577 
           Furniture and fixtures . . . . . . . .      547,739       569,302 
           Construction in progress . . . . . . .       33,462        35,631 
                                                 ------------- -------------
                                                    36,782,128    38,176,064 
           Less accumulated depreciation. . . . .  (10,666,851)  (11,541,099)
                                                 ------------- -------------
                                                 $  26,115,277 $  26,634,965 
                                                 ============= =============

           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 $804,000
        and  $885,000 for the  three months  ended March  31, 1996  and 1997,
        respectively.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


        3. Long-term debt
                                                  December 31,   March 31,
                                                      1996          1997     
                                                 ------------- -------------
                                                                (unaudited)
           Notes payable, due through February 1,
           2002, payable in monthly installments 
           with interest at varying rates up to  
           9.5 percent, collateralized by        
           equipment  . . . . . . . . . . . . . .$  13,055,213 $  13,311,293 
                                                 
           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
          August 1, 2010, interest at varying    
          rates up to prime plus 1.5 percent,    
          collateralized by land and buildings  .    5,201,756     5,122,107 
                                                 ------------- -------------
                                                    20,260,227    20,436,658 
          Less current portion  . . . . . . . . .   (3,453,168)   (3,689,995)
                                                 ------------- -------------
                                                 $  16,807,059 $  16,746,663 
                                                 ============= =============

           As of March 31,  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 $1,800,000 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 $15,900,000,  maintenance of  a
        debt to consolidated tangible net worth  ratio of no more than 3.5 to
        1.0, consolidated debt service coverage ratio of at least 1.0 to 1.0,
        and a fixed charge coverage  ratio of not less  than 1.0 to 1.0.   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 or obtained  waivers for
        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 MARCH 31, 1997 AND 1996

           Revenue  for   the  three  months   ended  March  31,   1997,  was
        $12,343,000, representing an increase of  $1,284,000 or approximately
        12  percent from  $11,059,000 for  the three  months ended  March 31,
        1996.   The increase in  total revenue was  primarily attributable to
        the  Company's  demolition  operations, which  generated  revenue  of
        approximately $3,937,000  for the three months ended  March 31, 1997,
        compared to approximately $2,502,000 for the same period in 1996.

           Operating expenses for the three months ended March 31, 1997, were
        $9,893,000, representing  an increase of $588,000  or approximately 6
        percent  from $9,305,000 for the  three months ended  March 31, 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 March 31,  1997, were $2,108,000,  representing an increase  of
        $387,000 or 22  percent from  $1,721,000 for the  three months  ended
        March  31,  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.

           Interest expense,  net of  interest income, for  the three  months
        ended  March 31, 1997,  was $309,000 as compared  to $326,000 for the
        three  months  ended March  31,  1996.   The  average amount  of debt
        outstanding was consistent between periods.

           The  Company's income tax provision was calculated using a rate of
        approximately  39 percent for the three month periods ended March 31,
        1997 and 1996.

           As a result of the  foregoing, the Company recorded net  income of
        $20,000  for the three months ended March  31, 1997, as compared to a
        net loss of $179,000 for the three months ended March 31, 1996.<PAGE>



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

                           LIQUIDITY AND CAPITAL RESOURCES

           At  March 31,  1997, the  Company had  working capital  deficit of
        $2,861,000 compared to  a working  capital deficit  of $1,614,000  at
        December  31, 1996.   Working  capital was  impacted by  increases in
        accounts payable,  accrued expenses and 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 March 31, 1997, the Company had
        cash of $1,328,000.

           Net cash provided by operating activities  during the three months
        ended March 31, 1997, was $628,000 compared to $549,000 for the three
        months  ended March  31, 1996.    The increase  in  cash provided  by
        operating activities was  due primarily to  net income earned  during
        1997,  net of  changes in  certain operating  assets and  liabilities
        (primarily costs  and  estimated earnings  in excess  of billings  on
        uncompleted  contracts and  accounts  payable).    Net cash  used  by
        investing activities  during the three  months ended March  31, 1997,
        was $1,417,000, as compared to $779,000 during the three months ended
        March  31,  1996,  primarily  due  to capital  expenditures  for  the
        purchase of  vehicles and equipment.  Net cash provided  by financing
        activities during the three months ended March 31, 1997, was $680,000
        as  compared to $387,000 for  the three months  ended March 31, 1996,
        primarily as a result of higher levels of debt borrowings.

           During  the  three  months ended  March  31,  1997  and 1996,  the
        Company's average  trade receivables were  outstanding for 47  and 49
        days,  respectively.   Both  averages  were  based on  first  quarter
        revenue annualized and compared  to the trade receivable  balances at
        quarter end.  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  three  months ended  March  31,  1997  and 1996,  the
        Company's  average trade payables were  extended for 35  and 25 days,
        respectively.  Both  averages were based  on first quarter  operating
        and  selling,  general, and  administrative  expenses  annualized and
        compared to trade payable balances at quarter end.

           In addition to  its own debt, the Company has  also guaranteed the
        indebtedness (an aggregate of approximately $1,920,000 and $1,800,000
        at  December 31,  1996,  and March  31,  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 $15,900,000,  maintenance  of a  debt to
        consolidated  tangible net worth  ratio of no  more than 3.5  to 1.0,
        consolidated debt service coverage ratio of not less than 1.0 to 1.0,
        and a fixed  charge coverage ratio of not  less than 1.0 to 1.0.   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 or obtained  waivers for
        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.

           During February 1997,  the Company agreed to purchase  18 rear-end
        load vehicles at a total cost of approximately $2,326,000.

           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.<PAGE>



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

                     LIQUIDITY AND CAPITAL RESOURCES (continued)

        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.

                             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 challenges  the  propriety  of  the City  of
        Jacksonville,    Non-Residential    Solid   Waste    Collection   and
        Transportation Franchise Ordinance (the  Franchise  Ordinance ).  KRC
        believes that,  among other  things, the Franchise  Ordinance impairs
        the flow of interstate  commerce in violation to the  Commerce Clause
        of  the United States Constitution.   KRC is  seeking declaratory and
        injunctive relief within  the jurisdiction of the court  and recovery
        of damages in excess of $15,000.

        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:          May 14, 1997       By:  /s/Ira D. Cohen
               --------------------------       ----------------------------
                                                Ira D. Cohen
                                                President (Principal
                                                  Executive Officer)  
         
         
         Date:          May 14, 1997       By:  /s/Norman S. Dominiak
               --------------------------       ----------------------------
                                                Norman S. Dominiak
                                                Treasurer and Chief
                                                  Financial Officer
                                                 (Principle Accounting and
                                                  Financial Officer)
        

                                            <PAGE>



                                      EXHIBIT 11

                            TransCor Waste Services, Inc.

                        Calculation of Income (Loss) Per Share

                Three Months Ended March 31, 1996 and 1997 (unaudited)



                                                      1996          1997     
                                                 ------------- -------------

        Primary income (loss) per common share:  
        Net income (loss) . . . . . . . . . . . .$    (178,630)$      20,285 
                                                 ============= =============

        Weighted average shares of common stock  
          outstanding:

           Average shares outstanding . . . . . .    3,991,319     4,000,000 
           Assumed exercise of stock options  . .        -            24,902 
                                                 ------------- -------------

        Weighted average shares of common stock  
          outstanding - primary . . . . . . . . .    3,991,319     4,024,902 
                                                 ============= =============
        Primary income (loss) per share . . . . .$        (.04)$         .01 
                                                 ============= =============

                                                 

        Fully diluted income (loss) per          
        common share:

        Net income (loss) . . . . . . . . . . . .$    (178,630)$      20,285 
                                                 ============= =============
        Weighted average shares of common stock  
        outstanding:

          Average shares outstanding  . . . . . .    3,991,319     4,000,000 
          Assumed exercise of stock options . . .        -            24,902 
                                                 ------------- -------------

        Weighted average shares of common stock  
          outstanding - fully diluted . . . . . .    3,991,319     4,024,902 
                                                 ============= =============

        Fully diluted income (loss) per share . .$        (.04)$         .01 
                                                 ============= =============<PAGE>