<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, 1998

                                          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) 248-3878

                                    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  20, 1998, was
      4,000,000 shares.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                                      FORM 10-Q

                                        INDEX


                                                                          PAGE 
      PART I.  FINANCIAL INFORMATION

               Item 1.  Consolidated balance sheets at 
                         December 31, 1997 and March 31, 1998 
                         (unaudited)  . . . . . . . . . . . . . . . . . . . 1-2

                        Consolidated statements of operations for 
                         the three months ended March 31, 1997 
                         and 1998 (unaudited) . . . . . . . . . . . . . . . . 3

                        Consolidated statements of cash flows for 
                         the three months ended March 31, 1997 
                         and 1998 (unaudited) . . . . . . . . . . . . . . . . 4

                        Notes to consolidated financial statement . . . . . 5-8

               Item 2.  Management's discussion and analysis of 
                         financial condition and results of 
                         operations . . . . . . . . . . . . . . . . . . .  9-11

      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<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,
                                                       1997           1998    
                                                   ------------- -------------
                                                                  (unaudited)
      Current assets:                              
       Cash   . . . . . . . . . . . . . . . . . .  $  2,115,510  $  3,941,724 
       Accounts receivable - trade, net   . . . .     5,170,966     4,691,367 
       Costs and estimated earnings in excess of   
         billings on uncompleted contracts  . . .       415,514       497,615 
       Income tax refund receivable   . . . . . .       143,672       101,232 
       Deferred income taxes  . . . . . . . . . .       720,410       720,410 
       Property held for sale   . . . . . . . . .       733,659       410,681 
       Other current assets   . . . . . . . . . .       186,017       566,285 
                                                   ------------- -------------
         Total current assets . . . . . . . . . .     9,485,748    10,929,314 
                                                   ------------- -------------
      Property and equipment, net . . . . . . . .    25,061,418    24,449,851 
      Intangible assets, net  . . . . . . . . . .       606,975       584,700 
      Due from affiliate  . . . . . . . . . . . .     4,040,110     3,247,889 
      Property held for sale  . . . . . . . . . .     1,510,723     1,497,829 
      Other assets  . . . . . . . . . . . . . . .     1,142,205       944,635 
                                                   ------------- -------------
                                                   $ 41,847,179  $ 41,654,218 
                                                   ============= =============



                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                             CONSOLIDATED BALANCE SHEETS

                         LIABILITIES AND STOCKHOLDERS' EQUITY


                                                   December 31,    March 31,
                                                       1997           1998    
                                                   ------------- -------------
                                                                  (unaudited)
                                                   
      Current liabilities:                         
       Accounts payable, trade  . . . . . . . . .  $  4,290,015  $  3,597,619 
       Accrued expenses   . . . . . . . . . . . .     3,163,819     3,979,255 
       Billings in excess of costs and estimated   
         earnings on uncompleted contracts  . . .        15,978        27,792 
       Current portion of long-term debt  . . . .     4,662,310     5,090,576 
                                                   ------------- -------------
         Total current liabilities  . . . . . . .    12,132,122    12,695,242 
                                                   ------------- -------------
                                                   
      Long-term debt, including debt owed to KVN   
       of $2,003,258 at December 31, 1997 and      
       March 31, 1998   . . . . . . . . . . . . .    16,392,361    15,415,154 
      Deferred income taxes . . . . . . . . . . .     2,267,742     2,267,742 
      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  . . . . . . . . . . . .    (1,094,597)     (873,471)
                                                   ------------- -------------
                                                     11,102,960    11,324,086 
       Less treasury stock, at cost                
         (10,000 shares)  . . . . . . . . . . . .       (48,006)      (48,006)
                                                   ------------- -------------
         Total stockholders' equity . . . . . . .    11,054,954    11,276,080 
                                                   ------------- -------------
                                                   $ 41,847,179  $ 41,654,218 
                                                   ============= =============



                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS


                                                        Three months ended
                                                            March 31,         
                                                   ---------------------------
                                                       1997           1998    
                                                   ------------- -------------
                                                   (unaudited)   (unaudited)  
                                                   
      Revenue . . . . . . . . . . . . . . . . . .  $ 12,342,968  $ 10,463,159 
                                                   
      Expenses:                                    
       Operating expenses   . . . . . . . . . . .     9,893,256     8,519,736 
       Selling, general, and administrative        
         expenses . . . . . . . . . . . . . . . .     2,107,788     1,374,734 
                                                   ------------- -------------
      Operating income  . . . . . . . . . . . . .       341,924       568,689 
                                                   
      Interest expense  . . . . . . . . . . . . .       308,669       305,122 
                                                   ------------- -------------
      Income before provision for income taxes  .        33,255       263,567 
                                                   
      Provision for income taxes  . . . . . . . .        12,970        42,441 
                                                   ------------- -------------
      Net income  . . . . . . . . . . . . . . . .  $     20,285  $    221,126 
                                                   ============= =============
      Share data:                                  
       Basic income per share   . . . . . . . . .  $        .01  $        .06 
                                                   ============= =============
       Diluted income per share   . . . . . . . .  $        .01  $        .06 
                                                   ============= =============
                                                   
      Weighted average number of shares            
       outstanding used in computations:           
         Basic  . . . . . . . . . . . . . . . . .     4,000,000     4,000,000 
                                                   ============= =============
         Diluted  . . . . . . . . . . . . . . . .     4,024,902     4,014,746 
                                                   ============= =============

                               See accompanying notes.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        Three months ended
                                                            March 31,         
                                                   ---------------------------
                                                       1997           1998    
                                                   ------------- -------------
                                                    (unaudited)   (unaudited)
      Cash flows from operating activities:                                   
       Net income (loss)  . . . . . . . . . . . .  $     20,285  $    221,126 
       Adjustments to reconcile net income (loss)  
         to net cash provided by operating         
         activities:                               
          Depreciation  . . . . . . . . . . . . .       960,709     1,061,738 
          Loss on disposal of equipment . . . . .        12,949        23,283 
          Changes in operating assets and          
           liabilities:                            
            Accounts receivable   . . . . . . . .       (67,590)      352,175 
            Costs and estimated earnings in        
              excess of billings on uncompleted    
              contracts . . . . . . . . . . . . .      (470,803)      (82,101)
            Income tax refund receivable  . . . .        45,594        42,440 
            Other assets  . . . . . . . . . . . .      (312,021)      (60,770)
            Accounts payable  . . . . . . . . . .       283,805      (692,396)
            Accrued expenses  . . . . . . . . . .       143,287       815,436 
            Billings in excess of costs and        
              estimated earnings on uncompleted    
              contracts . . . . . . . . . . . . .        11,366        11,814 
                                                   ------------- -------------
               Total adjustments  . . . . . . . .       607,296     1,471,619 
       Net cash provided by operating              ------------- -------------
         activities . . . . . . . . . . . . . . .       627,581     1,692,745 
                                                   ------------- -------------
      Cash flows from investing activities:        
       Capital expenditures   . . . . . . . . . .    (1,423,743)     (387,161)
       Proceeds from sale of property and          
         equipment  . . . . . . . . . . . . . . .         6,000       277,350 
                                                   ------------- -------------
       Net cash used by investing activities  . .    (1,417,743)     (109,811)
                                                   ------------- -------------
      Cash flows from financing activities:        
       Proceeds from long-term debt   . . . . . .     1,031,532       722,038 
       Repayment of long-term debt  . . . . . . .      (855,101)   (1,270,979)
       Repayment of advances from KVN   . . . . .       504,045       792,221 
                                                   ------------- -------------
       Net cash provided by financing              
         activities . . . . . . . . . . . . . . .       680,476       243,280 
                                                   ------------- -------------
      Net increase (decrease) in cash . . . . . .      (109,686)    1,826,214 
      Cash, beginning of period . . . . . . . . .     1,437,788     2,115,510 
                                                   ------------- -------------
      Cash, end of period . . . . . . . . . . . .  $  1,328,102  $  3,941,724 
                                                   ============= =============
                               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. The Company also  provides demolition services in conjunction
      with,  and as  an  economic complement,  to  its solid  waste  management
      services.

          Basis  of   presentation  -  The   accompanying  unaudited  condensed
      consolidated financial  statements have been prepared  in accordance with
      generally   accepted   accounting   principles   for   interim  financial
      information and with the instructions to Form 10-Q.  Accordingly, they do
      not  include all  of  the information  and  notes required  by  generally
      accepted accounting principles for complete financial statements.  In the
      opinion of  management, all  adjustments (consisting of  normal recurring
      accruals)  considered  necessary  for   a  fair  presentation  have  been
      included.  Operating results  for the three-month period ended  March 31,
      1998, are not necessarily indicative of the  results that may be expected
      for the year ending December 31, 1998.  For further information, refer to
      the consolidated financial statements and notes thereto as of and for the
      year ended December 31, 1997,  included in the Company's Form  10-K dated
      December  31,  1997,  as filed  with  the  United  States Securities  and
      Exchange Commission.

          Certain amounts  in the  1997 consolidated financial  statements have
      been reclassified to conform to the 1998 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 20 years,
      and  customer contracts, which will be amortized on a straight-line basis
      over 5 years.  Amortization expense was approximately $34,000 and $22,000
      for  the  three  months ended  March  31,  1997  and 1998,  respectively.
      Accumulated amortization was $245,000 and $267,000 at December  31, 1997,
      and March 31, 1998, respectively.

          Other assets -  Other assets consist primarily  of pre-contract costs
      associated with  residential solid  waste  management contracts  obtained
      during 1996 and 1997, 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 $41,000
      and  $70,000  for  the  three  months  ended  March  31,  1997  and 1998,
      respectively.   Accumulated  amortization  was $533,000  and $603,000  at
      December 31, 1997, and March 31, 1998, respectively.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

          As  of March 31, 1998, other assets include approximately $820,000 of
      pre-contract  costs.  As explained above, these costs are currently being
      amortized  over the terms of the related contracts. However, the American
      Institute of  Certified Public Accountants ("AICPA")  has recently issued
      Statement of Position 98-5  ("SOP"), "Reporting on the Costs  of Start-up
      Activities,"  which requires all  start-up costs,  including pre-contract
      costs, to  be expensed  as incurred.  The SOP is  effective in  the first
      quarter of 1999  and will require the Company to write off the  remaining
      unamortized balance of approximately $330,000.

          Earnings per share - Net income (loss) per share is computed based on
      the weighted average number of shares  of capital stock and stock options
      outstanding.  Diluted  earnings  per  share  includes  unexercised  stock
      options  assuming an  average stock  price. The  convertible subordinated
      debt  was not included in the computations because the assumed conversion
      would be antidilutive.

      2.  Property held for sale

          As  a result of management's review of the Company's various regional
      solid waste  operating facilities, a decision was made to dispose of less
      profitable operating assets. The Company sold its residential solid waste
      services  contract with  St.  Lucie County  to  a competitor  and  ceased
      operations at its Lantana,  Florida, facility. The Lantana and  St. Lucie
      facilities contributed losses  of approximately $1,111,000 and  $476,000,
      respectively, of the  $2,184,000 operating  loss of the  Company for  the
      year ended December  31, 1997. The Company wrote off intangible assets of
      $183,000 associated with these operations.  Also, in accordance with SFAS
      No. 121, "Impairment of Long-Lived Assets and for Long-Lived Assets to be
      Disposed  Of," the  Company wrote  down certain  land and  buildings that
      management believed  had carrying amounts  higher than their  fair market
      value.

          The  impairment  loss of  $590,000 was  determined  by comparing  the
      carrying  amount  of impaired  assets  of  approximately $2,834,000  with
      recent  offers on the properties  held for sale.  The $590,000 impairment
      loss is included in  selling, general and administrative expenses  on the
      consolidated  statements of operations  for the  year ended  December 31,
      1997. The land and buildings that were impaired at December 31, 1997, and
      as of the date  of these financial statements had executed  contracts for
      sale,  are expected  to be  sold during  1998. Accordingly,  the carrying
      value  of these assets of  approximately $734,000, net  of the impairment
      loss  of $90,000,  is classified  as a  current  asset under  the caption
      "Property Held for Sale" in this consolidated balance sheet.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      3.  Property and equipment, net
                                                   December 31,    March 31,
                                                       1997           1998    
                                                   ------------- -------------
                                                                  (unaudited)
          Land  . . . . . . . . . . . . . . . . .  $  3,019,969  $  3,019,969 
          Buildings and improvements  . . . . . .     4,068,476     4,086,676 
          Vehicles  . . . . . . . . . . . . . . .    16,936,386    16,961,586 
          Waste containers and equipment  . . . .    13,133,877    13,274,518 
          Furniture and fixtures  . . . . . . . .       700,711       695,302 
          Construction in progress  . . . . . . .        48,419        91,622 
                                                   ------------- -------------
                                                     37,907,838    38,129,673 
          Less accumulated depreciation . . . . .   (12,846,420)  (13,679,822)
                                                   ------------- -------------
                                                   $ 25,061,418  $ 24,449,851 
                                                   ============= =============

          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 $885,000 and $970,000 for
      the three months ended March 31, 1997 and 1998, respectively.

          On  May  31,  1998,  the Company  sold  its  Jacksonville area  waste
      collection and  recycling operations  assets and  certain  assets of  the
      Miami  front-end  load  and  rear-load  commercial  waste  and  recycling
      business  to  Eastern  Environmental   Services  of  Florida,  Inc.,  for
      $11,600,000  in cash, which exceeded the carrying value of the underlying
      assets.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      4.  Long-term debt
                                                   December 31,    March 31,
                                                       1997           1998    
                                                   ------------- -------------
                                                                  (unaudited)
          Notes payable, due through December 1,   
          2002, payable in monthly installments    
          with interest at varying rates up to     
          9.5 percent, collateralized by           
          equipment . . . . . . . . . . . . . . .  $ 14,191,400  $ 13,905,017 
                                                   
          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  .     4,860,013     4,597,454 
                                                   ------------- -------------
                                                     21,054,671    20,505,729 
          Less current portion  . . . . . . . . .    (4,662,310)   (5,090,576)
                                                   ------------- -------------
                                                   $ 16,392,361  $ 15,415,153 
                                                   ============= =============

          As of  March 31, 1998, the  Company is a  co-borrower with joint  and
      several liability  on approximately  $4,910,000 of  financial institution
      debt of Kimmins.  The debt agreements contain certain covenants, the most
      restrictive  of which  require, for  Kimmins for  1998, maintenance  of a
      consolidated  tangible net worth, as defined, of not less than $7,500,000
      and net  income not  less than  $3,000,000.  In  addition, the  covenants
      prohibit the payment of dividends by the Company without lender approval.
      For all periods presented and for  all of 1998, the Company believes that
      Kimmins has complied with or obtained waivers for all loan covenants.

          Francis M.  Williams has guaranteed approximately  $11,732,000 of the
      total notes payable of $13,905,000. 

          The lenders' prime and base rates  under the Company's notes were 8.5
      percent at March 31, 1998.

          Included  in  the  notes  payable  of approximately  $13,905,000  are
      equipment notes  of the Company for $5,400,000 that are due in July 1998.
      The  Company  has executed  a  commitment agreement  that  refinances the
      $5,400,000 until  January 1,  2000 and,  accordingly, has  classified the
      debt pursuant to the expected maturity schedule.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      5.  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 20 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 1998.    The remaining  warrants  to
      purchase  90,000  shares  expired  on   March  25,  1998,  without  being
      exercised.<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      6.  Earnings Per Share

          As  required by  Financial Accounting  Standards Board  Statement No.
      128, the following table sets forth  the computation of basic and diluted
      earnings per share:

                                                        Three months ended
                                                            March 31,         
                                                   ---------------------------
                                                       1997           1998    
                                                   ------------- -------------
          Numerator:                               
                                                   
          Net income (loss) . . . . . . . . . . .  $     20,285  $    221,126 
          Adjustment for basic earnings            
           per share  . . . . . . . . . . . . . .             0             0 
                                                   ------------- -------------
          Numerator for basic earnings per share - 
           income available to common              
           stockholders   . . . . . . . . . . . .        20,285       221,126 
          Effect of dilutive securities:           
          Interest on convertible subordinated     
           term note  . . . . . . . . . . . . . .             0             0 
          Less tax effect of interest . . . . . .             0             0 
                                                   ------------- -------------
          Numerator for diluted earnings           
           per share - income available to         
           common stockholders after assumed       
           conversions  . . . . . . . . . . . . .  $     20,285  $    221,126 
                                                   ============= =============
                                                   
          Denominator:                             
                                                   
          Denominator for basic earnings           
           per share - weighted-average shares  .     4,000,000     4,000,000 
          Effective of dilutive securities:        
          Stock options . . . . . . . . . . . . .        24,902        14,746 
          Warrants  . . . . . . . . . . . . . . .             0             0 
          Convertible subordinated term note  . .             0             0 
                                                   ------------- -------------
          Dilutive potential common shares  . . .        24,902        14,746 
                                                   ------------- -------------
          Denominator for diluted earnings per     
           share - adjusted weighted-average       
           shares and assumed conversions   . . .     4,024,902     4,014,746 
                                                   ============= =============
                                                   
          Basic earnings per share  . . . . . . .  $        .01  $        .06 
                                                   ============= =============
          Diluted earnings per share  . . . . . .  $        .01  $        .06 
                                                   ============= =============<PAGE>



                            TRANSCOR WASTE SERVICES, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      6.  Earnings per share (continued)

          Unexercised  options to purchase 92,000  and 160,000 shares of common
      stock  for 1997  and  1998,  respectively,  are  included  in  the  above
      calculations. The convertible subordinated debt  was not included in  the
      computations of  diluted income per share because  the assumed conversion
      would be antidilutive.<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, 1998 AND 1997

          Revenue for the  three months ended March 31, 1998,  was $10,463,000,
      representing a decrease of $1,880,000, or approximately  15 percent, from
      $12,343,000  for the three months ended March  31, 1997.  The decrease in
      total  revenue was  primarily  attributable to  the Company's  demolition
      operations, which  generated revenue of approximately  $1,868,000 for the
      three months ended March  31, 1998, compared to  approximately $3,937,000
      for the same period in 1997.

          Operating  expenses for the  three months ended March  31, 1998, were
      $8,520,000, representing  a decrease  of $1,373,000, or  approximately 14
      percent,  from  $9,893,000 for  the three  months  ended March  31, 1997.
      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 decrease  in operating
      expenses  was  attributable  primarily  to  volume-related  decreases  in
      certain major  operational expenses;  such as, landfill  fees and  direct
      labor costs related to the Company's demolition operations.

          Selling, general,  and administrative  expenses for the  three months
      ended  March  31,  1998,  were  $1,375,000,  representing  a  decrease of
      $733,000, or  approximately 35  percent, from  $2,108,000  for the  three
      months  ended March  31, 1997.   The  dollar and  percentage decrease  in
      selling, general, and  administrative expenses is  primarily attributable
      to  reduced overhead costs, such as  administrative, sales, marketing and
      labor costs that were associated with facilities that have been closed or
      sold and from management's actions to reduce overhead costs.

          Interest  expense, net of interest income, for the three months ended
      March 31, 1998, was $305,000 as compared to $309,000 for the three months
      ended  March  31,  1997.   The  average amount  of  debt  outstanding was
      consistent between periods.

          The Company's  income tax provision  was calculated using  a rate  of
      approximately 16 and 39 percent  for the three month periods ended  March
      31, 1998 and 1997, respectively.

          As  a result  of the  foregoing, the  Company recorded net  income of
      $221,000 for  the three months ended  March 31, 1998, as  compared to net
      income of $20,000 for the three months ended March 31, 1997.<PAGE>



                           LIQUIDITY AND CAPITAL RESOURCES

          At March  31, 1998,  the Company  had a  working  capital deficit  of
      $1,766,000  compared  to  a  working  capital deficit  of  $2,646,000  at
      December 31, 1997.   Working capital was impacted primarily  by increases
      in cash.  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,  1998,  the Company  had  cash  of
      $3,942,000.  On  May 31,  1998, the  Company  sold its  Jacksonville area
      operating  assets and  certain  of its  Miami  area operating  assets  to
      Eastern Environmental Services of Florida, Inc., for $11,600,000 in cash.

          Net cash  provided by operating  activities during  the three  months
      ended  March 31, 1998, was $1,693,000  compared to $628,000 for the three
      months ended March 31, 1997.  The increase in cash  provided by operating
      activities  was due  primarily to net  income earned during  1998, net of
      changes in certain operating assets and liabilities  (primarily costs and
      estimated  earnings in  excess of billings  on uncompleted  contracts and
      accounts payable,  accounts receivable and  accrued expenses).   Net cash
      used  by investing  activities during  the three  months ended  March 31,
      1998, was $110,000,  as compared  to $1,417,000 during  the three  months
      ended March 31, 1997,  primarily due to reduced capital  expenditures for
      the  purchase of vehicles and  equipment. Net cash  provided by financing
      activities during the three months ended March  31, 1998, was $243,000 as
      compared to $680,000 for the three months ended March 31, 1997, primarily
      as a result of lower levels of debt borrowings.

          During the three  months ended March 31, 1998 and 1997, the Company's
      average  trade  receivables   were  outstanding  for  41   and  47  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, 1998 and 1997, the Company's
      average  trade payables were extended  for 33 and  35 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.

          As  of March 31,  1998, the  Company is a co-borrower  with joint and
      several liability on  approximately $4,910,000  of financial  institution
      debt of Kimmins.  The debt agreements contain certain covenants, the most
      restrictive  of which  require, for  Kimmins for  1998, maintenance  of a
      consolidated  tangible net worth, as defined, of not less than $7,500,000
      and net  income not  less than  $3,000,000.  In  addition, the  covenants
      prohibit the payment of dividends by the Company without lender approval.
      For all periods presented and for all of 1998, the  Company believes that
      Kimmins has complied with or obtained waivers for all loan covenants.<PAGE>



          Francis M.  Williams has guaranteed approximately  $11,732,000 of the
      total notes payable of $13,905,000.

          The lenders' prime and base rates under the  Company's notes were 8.5
      percent at March 31, 1998. 

          Included  in  the  notes  payable  of approximately  $13,905,000  are
      equipment notes of the Company for  $5,400,000 that are due in July 1998.
      The Company  has  executed a  commitment  agreement that  refinances  the
      $5,400,000  until January  1, 2000 and,  accordingly, has  classified the
      debt pursuant to the expected maturity schedule.

          The  Company   has  no  current  material   commitments  for  capital
      expenditures  relating to any other new facilities, other than to acquire
      vehicles and equipment  estimated to be approximately $3,500,000  for the
      City of Cape Coral Contract, which begins October 1, 1998.

          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.

      New Accounting Pronouncements

          In February  1997, the Financial Accounting  Standards Board ("FASB")
      issued Statement of Financial Accounting Standards No. 128, "Earnings per
      Share"  ("SFAS No. 128"). Statement  No. 128 replaced  the calculation of
      primary  and  fully diluted  earnings per  share  with basic  and diluted
      earnings per share. The  Company adopted the provisions of  Statement 128
      No. effective December 31, 1997. All earnings per  share accounts for all
      periods presented have been restated to conform to the Statement  No. 128
      requirements.

          In  June 1997,  the  FASB issued  Statement  of  Financial Accounting
      Standards No. 130, "Reporting Comprehensive Income ("SFAS No. 130"). SFAS
      No. 130 requires that total comprehensive income and comprehensive income
      per share be  disclosed with equal prominence as  net income and earnings
      per share.  Comprehensive income is  defined as changes  in stockholders'
      equity   exclusive  of   transactions   with  owners   such  as   capital
      contributions and dividends. SFAS  No. 130 is effective for  fiscal years
      beginning after December 15, 1997.  Management is currently assessing the
      impact of SFAS No. 130, but does not expect its effect to be material.

          In  June 1997,  the FASB  issued  Statement of  Financial  Accounting
      Standards  No.  131, "Disclosures  about  Segments of  an  Enterprise and
      Related  Information"   ("SFAS  No.  131"),  which  supercedes  Financial
      Accounting  Standards No. 14. SFAS No.  131 uses a management approach to
      report financial and descriptive  information about a Company's operating
      segments.  Operating segments  are  revenue-producing components  of  the
      enterprise  for   which  separate   financial  information   is  produced
      internally  for the Company's management.  SFAS No. 131  is effective for
      fiscal years beginning  after December 31, 1997.  Management is currently
      assessing the impact  of SFAS No. 131, but does not  expect its effect to
      be material.<PAGE>

          The American  Institute  of  Certified  Public  Accountants  recently
      issued Statement of  Position 98-5,  Reporting on the  Costs of  Start-up
      Activities. Start-up costs are  defined broadly in the SOP as  those one-
      time  activities related  to opening  a new  facility, introducing  a new
      product or  service, conducting business  in a new  territory, conducting
      business with  a new class of  customer or beneficiary,  initiating a new
      process in an existing facility, or commencing some new operation. Start-
      up costs, including organizational costs,  should be expensed as incurred
      under  the new  SOP. The  SOP would  be effective  for most  entities for
      fiscal years beginning after December 15, 1998. The SOP will  require the
      Company, upon adoption,  to write off as a cumulative  effect of a change
      in   accounting  principle   any  previously   capitalized   start-up  or
      organization  costs. Therefore, in the first quarter of 1999, the Company
      may  have  to write  off the  remaining  unamortized balance  of contract
      start-up costs of approximately $330,000 at December 31, 1998.

      Impact of Year 2000

          Some  of the Company's older computer programs were written using two
      digits rather  than  four digits  to  define the  applicable year.  As  a
      result,  those  computer  programs   have  time-sensitive  software  that
      recognize a date using "00" as  the year 1900 rather than the  year 2000.
      This could cause a system failure or miscalculations  causing disruptions
      of  operations, including, among  other things, a  temporary inability to
      process transactions, send invoices, or engage in similar normal business
      activities.

          The Company  has completed an  assessment and will have  to modify or
      replace  portions of  its  software so  that  its computer  systems  will
      function properly with respect to dates  in the year 2000 and thereafter.
      The  total  Year  2000  project is  estimated  to  be  immaterial  to the
      financial  statements.  To  date,  the Company's  incremental  costs  for
      assessment  of the  Year 2000  issue, the  development of  a modification
      plan, and the purchase of new software have been insignificant.

          The majority of software used by the Company is licensed from various
      software providers who  are currently  updating our programs  to be  Year
      2000 compliant. In-house developed  programs comprise a small portion  of
      the  total  software utilized,  and the  majority  of these  programs are
      believed to be Year 2000 compliant.

          The project is estimated to be completed  not later than December 31,
      1998, which  is prior to any anticipated  impact on its operating system.
      The  Company  believes,  with  modifications  to  existing  software  and
      conversions   to  new  software,  the  Year  2000  issue  will  not  pose
      significant operational  problems for  its computer systems.  However, if
      such modifications and  conversions are  not made, or  are not  completed
      timely,  the  Year  2000  Issue  could  have  a  material impact  on  the
      operations of the Company.

          The Company  has  initiated  formal communications  with all  of  its
      significant  suppliers and  large customers  to determine  the  extent to
      which  the Company's  interface  systems are  vulnerable  to those  third
      parties' failure to  remediate their own  Year 2000 Issues.  There is  no
      guarantee  that the  systems of  other companies  on which  the Company's
      systems rely  will be  timely converted  and would  not  have an  adverse
      effect on the Company's systems.<PAGE>



          The  costs of the project and the  date on which the Company believes
      it  will complete the Year  2000 modifications are  based on management's
      best  estimates, which  were  derived utilizing  numerous assumptions  of
      future events, including the  continued availability of certain resources
      and  other factors.  However,  there  can  be  no  guarantee  that  these
      estimates will  be achieved  and actual results  could differ  materially
      from  those anticipated. Specific factors  that might cause such material
      differences include, but are not limited to, the availability and cost of
      personnel  trained in this  area, the ability  to locate  and correct all
      relevant computer codes, and similar uncertainties.

      Forward-Looking Information

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

      Effect of Inflation

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

      Item 3.               QUANTITATIVE AND QUALITATIVE 
                            DISCLOSURES ABOUT MARKET RISK

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



                             PART II - OTHER INFORMATION

      Item 1.  Legal proceedings

          During June 1997, Kimmins Recycling Corp. ("KRC"),  St. Lucie County,
      a  political subdivision of  the State of  Florida, and the  City of Fort
      Pierce, a municipality organized  under the laws of the State of Florida,
      were notified of a class action  lawsuit filed in the Nineteenth Judicial
      Circuit Court  of Florida by three  residents of St. Lucie  County.  This
      action challenged  the propriety of certain  contract provisions included
      in  KRC's  solid  waste   and  recyclable  materials  collection  service
      agreement with  St. Lucie County, which  allow KRC to place  liens on the
      property of delinquent service  recipients. The court, permitting  KRC to
      file  counterclaims against  the  class members,  has with  KRC's consent
      certified the  existence of a class.  KRC, the county, and  the city have
      filed motions for  summary judgement against the class plaintiff's claim,
      which was  heard on May  26, 1998.  On June 12,  1998, the Court  granted
      summary judgement  in favor of KRC, the County, and the City. At December
      31, 1997, the total amount of lien rights was approximately $474,000.

      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

         Effective with the  close of business on  June 10, 1998, the Company's
      stock  was delisted from the  Nasdaq National Market  because the Company
      could  not  satisfy the  market value  public  float requirement  and was
      delinquent in filing its 1997 Form  10-K and this 1998 first quarter Form
      10-Q.  The Company  is  in  the processing  of  reapplying to  Nasdaq  to
      transfer its listing to the Nasdaq SmallCap Market.

      Item 6.  Exhibits and reports on Form 8-K

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

               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.


                                   By:  /S/ JOSEPH M. WILLIAMS                 
                                        ---------------------------------------
                                        Joseph M. Williams
                                        President
      July 13, 1998

          Pursuant  to the requirements  of the Securities and  Exchange Act of
      1934,  this report  has been  signed below  by the  following  persons on
      behalf of  the registrant  and in  the capacities  indicated on  July 13,
      1998.
                                          


      Date: July 13, 1998           By:  /s/ JOSEPH M. WILLIAMS                
            -------------                -------------------------------------
                                         Joseph M. Williams
                                         President 
                                         (Principal Executive Officer)



      Date: July 13, 1998           By:  /s/ NORMAN S. DOMINIAK
            -------------                -------------------------------------
                                         Norman S. Dominiak
                                         Treasurer and Chief Financial Officer
                                         (Principal Accounting and 
                                          Financial Officer)<PAGE>