SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
                                    FORM 10-Q
[MARK ONE]

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

                  For the quarterly period ended March 31, 1999
                                       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.)

                 1501 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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


                                                     Name of Exchange
           Title of Each Class                       on Which Registered
-------------------------------------        -----------------------------------
      Common Stock, $.001 par value                         None


           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      NONE

     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 [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     As of  March  17,  1999,  there  were  3,728,625  shares  of  Common  Stock
outstanding.   The   aggregate   market  value  of  the  voting  stock  held  by
non-affiliates of the registrant as of March 17, 1999, was $1,847,000.

                          ----------------------------
                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      NONE
<PAGE>

                          TRANSCOR WASTE SERVICES, INC.

                                    FORM 10-Q

                                      INDEX

PART I.    FINANCIAL INFORMATION                                            PAGE

  Item 1.  Consolidated balance sheets at December 31, 1998 and
              March 31, 1999 (unaudited)                                       3

           Consolidated statements of operations for the three months ended
              March 31, 1998 and 1999 (unaudited)                              5

           Consolidated statements of cash flows for the three months ended
              March 31, 1998 and 1999 (unaudited)                              8

           Notes to consolidated financial statements                          9

  Item 2.  Management's discussion and analysis of financial condition and
              results of operations                                           16

  Item 3.  Quantitative and qualitative disclosures about market risk         22

PART II.   OTHER INFORMATION

  Item 1.  Legal proceedings                                                  23

  Item 2.  Changes in securities                                              23

  Item 3.  Defaults upon senior securities                                    23

  Item 4.  Submission of matters to a vote of security holders                23

  Item 5.  Other information                                                  23

  Item 6.  Exhibits and reports on Form 8-K                                   23

           Signatures                                                         24



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


ITEM 1.           FINANCIAL STATEMENTS


                          TRANSCOR WASTE SERVICES, INC.

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>

                                                                     December 31,       March 31,
                                                                         1998             1999
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
Current assets:
    Cash and cash equivalents                                        $    884,541      $   992,642
    Marketable securities                                              22,022,296       21,489,879
    Accounts receivable - trade, less allowance
        for doubtful accounts of $709,233 and
        $514,921 at December 31, 1998 and
        March 31, 1999, respectively                                    1,136,774          669,146
    Costs and estimated earnings in excess of
        billings on uncompleted contracts                                  84,599           57,657
    Income tax refund receivable                                              -0-              -0-
    Deferred income taxes                                                 499,246          607,777
    Property held for sale                                                807,876          805,853
    Net assets of discontinued solid waste operations                         -0-              -0-
                                                                     ------------      -----------

        Total current assets                                           25,435,332       24,622,954
                                                                     ------------      -----------

 Property and equipment, net                                              609,596          603,853
 Due from affiliates                                                    5,376,295       11,054,538
 Note receivable from Cumberland Technologies, Inc.                     1,010,764        1,028,264
 Deferred tax asset                                                        30,800           30,800
                                                                     ------------      -----------

 Total assets                                                        $ 32,462,787      $37,340,409
                                                                     ============      ===========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>
                          TRANSCOR WASTE SERVICES, INC.

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                December 31,           March 31,
                                                                                   1998                  1999
                                                                                ------------         -------------
<S>                                                                             <C>                  <C>
Current liabilities:
Accounts payable - trade                                                        $   570,126          $     460,544
Accrued expenses                                                                  1,610,738              1,529,370
Billings in excess of costs and estimated earnings
   on uncompleted contracts                                                         430,849                476,611
Income tax payable                                                                  371,835                571,299
Current portion of long-term debt                                                     4,268              5,004,750
                                                                                ------------         --------------

Total current liabilities                                                         2,987,816              8,042,574
                                                                                ------------         --------------

Long-term debt, net of current                                                      314,515                312,783
Deferred income taxes                                                                   -0-                    -0-
Commitments and contingencies                                                           -0-                    -0-

Stockholders' equity:
Preferred stock, $.001 par value; 1,000,000 shares authorized; none
   issued and outstanding                                                               -0-                    -0-
Common stock, $.001 par value; 10,000,000 shares authorized;
   4,010,000 shares issued and 3,799,750 and 3,722,625 shares
   outstanding at December 31, 1998 and March 31, 1999, respectively                  4,010                  4,010
Capital in excess of par value                                                   11,868,814             11,868,814
Retained earnings (deficit)                                                      18,096,873             18,408,856
                                                                                ------------         --------------
                                                                                 29,969,697             30,281,680

Unrealized gain on marketable securities, net of taxes of $126,974 and
   $18,444 at December 31, 1998 and March 31, 1999, respectively                    198,603                 35,807

Less treasury stock at cost (210,250 shares and 287,375 shares at
   December 31, 1998 and March 31, 1999, respectively                            (1,007,844)            (1,332,435)
                                                                                ============         ==============

Total stockholders' equity                                                        29,160,456             28,985,052
                                                                                ------------         --------------

Total liabilities & stockholders' equity                                        $32,462,787          $  37,340,409
                                                                                ============         ==============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>

                          TRANSCOR WASTE SERVICES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                 Three months ended March 31,
                                                                                ------------------------------
                                                                                   1998               1999
                                                                                -------------     ------------
                                                                                (unaudited)        (unaudited)

<S>                                                                             <C>                <C>
Revenue                                                                         $  1,868,409           417,136

Expenses:
   Operating expenses                                                              1,430,977           441,138
   Selling, general and administrative expenses                                      200,213           116,312
                                                                                -------------      ------------
Operating income (loss)                                                              237,219          (140,314)
Income from marketable securities                                                        -0-           562,841
Interest and dividend income, net of expense                                          88,109            88,921
                                                                                -------------      ------------

Income before provision for income taxes (benefit)                                   325,328           511,448

Provision for income taxes                                                            91,878           199,465
                                                                                -------------      ------------

Income from continuing operations                                                    233,450           311,983

Discontinued Operations:
   Loss from discontinued solid waste division operations (less applicable
   tax benefit of $49,437 in March 1998)                                             (12,324)              -0-

Net income (loss)                                                               $    221,126           311,983
                                                                                =============      ============

Share data:
   Basic income (loss) per share from continuing operations                     $         .06               .08
                                                                                =============      ============
   Diluted income (loss) per share from continuing operations                   $         .06               .08
                                                                                =============      ============

   Basic income (loss) per share from discontinued operations                   $         .00               .00
                                                                                =============      ============
   Diluted income (loss) per share from discontinued operations                 $         .00               .00
                                                                                =============      ============

   Total basic income (loss) per share                                          $         .06               .08
                                                                                =============      ============
   Total diluted income (loss) per share                                        $         .06               .08
                                                                                =============      ============

Weighted average number of shares outstanding used in computations
     Basic                                                                          4,000,000         3,757,403
                                                                                =============      ============
     Diluted                                                                        4,014,820         3,808,812
                                                                                =============      ============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<PAGE>

                          TRANSCOR WASTE SERVICES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                   Three months ended March 31,
                                                                                ----------------------------------
                                                                                    1998                1999
                                                                                -------------      ---------------
<S>                                                                             <C>                <C>
Share data:
   Basic and diluted income (loss) per share from  continuing operations        $         .06      $           .08
                                                                                =============      ===============

   Basic and diluted income (loss) per share from discontinued operations       $         .00      $           .00
                                                                                =============      ===============

   Total basic and diluted income (loss) per share                              $         .06       $          .08
                                                                                =============      ===============

Weighted average number of shares outstanding used in computations:
   Basic                                                                            4,000,000            3,757,403
                                                                                =============      ===============
   Diluted                                                                          4,014,820            3,808,812
                                                                                =============      ===============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>

                          TRANSCOR WASTE SERVICES, INC.

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>


                                                                                 Three months ended March 31,
                                                                                --------------------------------
                                                                                    1998               1999
                                                                                ------------       -------------

<S>                                                                             <C>                <C>
Net income (loss)                                                               $    221,126       $     356,332


Unrealized loss on investments in marketable securities,
   net of tax benefit of $108,530                                               $        -0-       $     162,796
                                                                                ------------       -------------

Comprehensive income                                                            $    221,126       $     193,536
                                                                                ============       =============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<PAGE>

                          TRANSCOR WASTE SERVICES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                      Three months ended March 31,
                                                                                   ----------------------------------
                                                                                       1998               1999
                                                                                   --------------     ---------------
                                                                                   (unaudited)        (unaudited)
<S>                                                                                <C>                <C>
Cash flows from operating activities:
   Net income (loss) from continuing operations                                    $   221,126        $    311,983
   Adjustments to reconcile net income (loss) from
     continuing  operations to net cash provided by (used in)
     operating activities:
        Depreciation  and  amortization                                                 19,799               7,766
        Deferred income taxes                                                              -0-           (108,530)
        Accrued interest on Cumberland note                                                -0-            (17,500)
        Gain on sale of marketable securities                                              -0-            (25,326)
        Unrealized loss on marketable securities                                           -0-             108,529
        Changes in operating assets and liabilities:
          Accounts receivable - trade                                                  330,690             467,628
          Costs and estimated earnings in excess of billings on
               uncompleted contracts                                                  (82,101)              26,942
          Income tax refund receivable                                                  42,440                 -0-
          Other                                                                       (43,494)                 -0-
          Accounts payable - trade                                                     497,475           (109,582)
          Income taxes payable                                                             -0-             199,464
          Accrued expenses                                                           (926,411)            (81,368)
          Billings in excess of costs and estimated earnings
               on uncompleted contracts                                                 11,814              45,762
                                                                                   --------------     ---------------

   Total adjustments                                                                 (149,788)             513,785
                                                                                   --------------     ---------------

 Net cash provided by (used in) continuing operations                                   71,338             825,768

 Net book value of net assets of discontinued operations disposed of                   962,655                 -0-
                                                                                   --------------     ---------------
 Net cash provided by (used in) operating activities                                   962,655                 -0-



 Cash flows  from  investing  activities:
      Cash proceeds from sale of marketable securities                                     -0-             498,593
      Purchase of marketable securities                                                    -0-           (212,175)
                                                                                   --------------     ---------------
 Net cash provided by (used in) investing activities                                        -0-             286,418
                                                                                   ==============     ===============

 Cash flows from financing activities:
      Proceeds from borrowings against marketable securities                               -0-           5,000,000
      Repayment of long-term debt                                                          -0-             (1,250)
      Payments from (advances to) Kimmins                                              792,221         (5,678,243)
      Purchase of treasury stock                                                           -0-           (324,592)
                                                                                   --------------     ---------------
 Net cash provided by (used in) financing activities                                   792,221         (1,004,085)
                                                                                   --------------     ---------------


 Net increase (decrease) in cash                                                     1,826,214             108,101
 Cash and cash equivalents, beginning of period                                      2,115,510             884,541
                                                                                   --------------     ---------------
 Cash and cash equivalents, end of period                                          $ 3,941,724        $    992,642
                                                                                   ==============     ===============
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<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.  ("Kimmins").  At March 31,
1999,  Kimmins owns  approximately 87 percent of the outstanding common stock of
the Company. The Company provides demolition-contracting services to commercial,
industrial,  and  residential  customers  in the state of  Florida.  The Company
formerly provided solid waste management services (See Note 18).

     BASIS OF PRESENTATION - The  accompanying  audited  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
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, 1999, are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  December 31, 1999.  For further  information,  refer to the  consolidated
financial statements and notes thereto as of and for the year ended December 31,
1998, included in the Company's Form 10-K dated December 31, 1998, as filed with
the United States Securities and Exchange Commission.

     Certain  amounts in the 1998  consolidated  financial  statements have been
reclassified to conform to the 1999 presentation.

     PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
the accounts of the Company and its wholly owned  subsidiaries.  All significant
inter-company  accounts and  transactions  have been eliminated in preparing the
financial statements.

     NET DUE FROM  AFFILIATE - As of December 31, 1998 and March 31,  1999,  the
Company  had working  capital  advances  due from  affiliates  of  approximately
$5,376,000  and  $11,055,000,  respectively.  These  advances are  unsecured and
accrue  interest  at a rate of 10  percent  per  annum.  The  Company  collected
$4,385,000  during 1997 and advanced  $1,336,000  during 1998.  The Company also
repaid a $2,003,000 subordinated convertible note to Kimmins during 1998.

     INTANGIBLE ASSETS - Intangible assets consisted  primarily of the excess of
cost over fair market value of the net assets of the acquired businesses,  which
were being  amortized on a straight-line  basis over twenty years,  and customer
contracts,  which were being amortized on a straight-line basis over five years.
Amortization  expense was $22,000 for the three months ended March 31, 1998. The
intangible  assets were all  related to the  Company's  solid  waste  management
services operations which were disposed of in 1998 (See Note 18).  Consequently,
these assets were included in net assets of discontinued  solid waste operations
and were written off in the sale of these operations.

     USE OF ESTIMATES - The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.


<PAGE>

                          TRANSCOR WASTE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     MARKETABLE  SECURITIES - As a result of the sale of Kimmins Recycling Corp.
(KRC) to Eastern  Environmental  Services,  Inc.  (EESI),  the Company  received
555,329  shares of common stock of EESI.  Subsequent to the sale of KRC to EESI,
EESI was  purchased by Waste  Management,  Inc. On January 4, 1999,  the Company
received 355,742 shares of Waste  Management,  Inc. common stock in exchange for
its 555,329  shares of EESI.  Additionally,  commencing in September  1998,  the
Company began purchasing  common stocks and other  marketable  securities with a
portion of the cash proceeds  received from the sale of KRC. In accordance  with
the  Statement  of Financial  Accounting  Standards  No. 115, "  Accounting  for
Certain  Investments  in  Debt  and  Equity  Securities",  the  investments  are
classified as available-for-sale  securities.  Such securities are carried at an
aggregate  market value of  approximately  $21,490,000 as of March 31, 1999. The
Company's cost basis in these investments is approximately $21,436,000,  and the
unrealized  gain of  approximately  $54,000,  net of  deferred  income  taxes of
approximately  $18,000,  is reported as a separate  component  of  stockholder's
equity.

     REVENUE  RECOGNITION  - The  Company  recognizes  revenue  from  demolition
contract earnings on the percentage-of-completion  basis for financial statement
purposes. The estimated earnings for each contract reflected in the accompanying
consolidated  financial  statements  represent the percentage of estimated total
earnings  that costs  incurred to date bear to estimate  total costs.  Contracts
generally range from one to six months in duration and earnings from contracting
operations are reported under the percentage of completion  method for financial
statement  purposes.  With  respect to  contracts  that  extend over one or more
accounting  periods,  revisions in costs and earnings estimates are reflected in
the period the revisions become known.  When current estimates of total contract
costs  indicate a loss,  provision is made for the entire  estimated loss in the
period  indications  of a loss become  known.  The  estimates can be affected by
uncertainties,  such as weather  related delays,  and it is reasonably  possible
that a change in estimate could occur in the near term.

     Change orders are  modifications  to an original  contract that effectively
change the scope  and/or  price of the  contract.  They may  include  changes in
specifications  or  design,  method  or  manner  of  performances,   facilities,
equipment,  materials, site or period for completion of the work. Certain change
orders may be priced under the terms of the  contract.  Other change  orders are
unpriced; that is, the work to be performed is defined;  however, the adjustment
to the contract price is negotiated subsequent to performance.  Finally, in some
cases,  both scope and price of a change order may be  unapproved or in dispute.
Accounting for change orders depends on the underlying circumstances,  which may
differ for each change order  depending on the customer,  the contract,  and the
nature of the change.  The Company  evaluates each change order according to its
characteristics and the circumstances in which they occur.  Contract revenue and
associated  profit are  recognized  for change orders that have been approved by
the customer  and the  contractor  regarding  both scope and price to the extent
performance related to the change order has occurred.

     EARNINGS (LOSS) PER SHARE - In February 1997, the FASB issued  Statement of
Financial  Accounting  Standards  No. 128 "Earnings per Share" ("SFAS No. 128"),
which establishes standards for computing and presenting earnings per share. The
Company  adopted the provisions of SFAS No. 128 effective  December 31, 1997 and
all earnings per share amounts for all periods presented, and where appropriate,
have been restated to conform to SFAS No. 128 requirements.

     COMPREHENSIVE INCOME - 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  be  displayed  in a
financial  statement  with  equal  prominence  as  other  financial  statements.
Comprehensive  income is defined as changes in stockholders' equity exclusive of
transactions  with  owners  such as capital  contributions  and  dividends.  The
Company adopted the provisions of SFAS No. 130 effective January 1, 1998.

<PAGE>



                          TRANSCOR WASTE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     PROPOSED  ACCOUNTING  STANDARDS - In June 1998,  the  Financial  Accounting
Standards Board issued Statement No. 133, "Accounting for Derivative Instruments
and Hedging  Activities,"  which is  required  to be adopted in years  beginning
after  June  15,  1999.  The  Statement  requires  companies  to  recognize  all
derivatives on the balance sheet at fair value.  Derivatives that are not hedges
must be adjusted to fair value  through  income.  If the  derivative is a hedge,
depending on the nature of the hedge,  changes in the fair value of  derivatives
are either offset  against the change in fair value of assets,  liabilities,  or
firm commitments  through earnings or recognized in other  comprehensive  income
until the hedged item is recognized in earnings.  The  ineffective  portion of a
derivative's  change in fair value will be  immediately  recognized in earnings.
Because  of the  Company's  minimal  use of  derivatives,  management  does  not
anticipate  that the adoption of the Statement to have a  significant  affect on
earnings or the financial position of the Company.


2.   COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS
<TABLE>
<CAPTION>

                                                                     December 31           March 31,
                                                                        1998                  1999
                                                                   --------------        --------------
<S>                                                                <C>                   <C>
Expenditures on uncompleted contracts                              $   4,445,722         $    4,624,721
Estimated earnings on uncompleted contracts                               (9,164)               (93,576)
                                                                   --------------        ---------------
                                                                       4,436,558              4,531,145

Less actual and allowable billings on uncompleted contracts            4,782,808              4,950,099
                                                                   --------------        ---------------
                                                                   $    (346,250)        $    (418,954)
                                                                   ==============        ===============
Costs and estimated earnings in excess of billings on
   uncompleted contracts                                           $      84,599         $       57,657
Billings in excess of costs and estimated earnings on
   uncompleted contracts                                                (430,849)              (476,611)
                                                                   --------------        ---------------
                                                                   $    (346,250)        $     (418,954)
                                                                   ==============        ===============
</TABLE>

3.   PROPERTY HELD FOR SALE

     As a result of the  Company's  sale of its solid waste  operations in 1998,
all of the Company's operating facilities were disposed of with the exception of
an idle  facility in Ft.  Myers,  Lee County,  Florida.  At December  31,  1998,
property held for sale included this facility and certain land held for sale.

     In accordance with SFAS No. 121,  "Impairment of Long-Lived  Assets and for
Long-Lived  Assets to be Disposed  Of" in 1997,  the Company  wrote down certain
assets held for sale that management  believed had carrying  amounts higher than
their fair  market  value.  The  impairment  loss of $90,000 was  determined  by
comparing  the  carrying  amount of impaired  assets  with recent  offers on the
properties  held for sale. The $90,000  impairment loss was included in selling,
general and administrative expenses on the consolidated statements of operations
for the year ended December 31, 1997. The land and buildings are listed for sale
and are expected to be sold during  1999.  Accordingly,  the  carrying  value of
these assets of  approximately  $806,000 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


4.   PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>

                                               December 31,              March 31,
                                                  1998                     1999
                                          ---------------------     ----------------
<S>                                       <C>                       <C>
Land                                      $            400,000               400,000
Waste containers and equipment                         501,211               501,211
Furniture and fixtures                                   4,003                 4,003
                                          ---------------------     -----------------
Total fixed assets                                     905,214               905,214
Less accumulated depreciation                         (295,618)             (301,361)
                                          ---------------------     -----------------
Net property and equipment                $            609,596      $        603,853
                                          =====================     =================
</TABLE>

     Property and equipment is recorded at cost.  Depreciation is provided using
the straight-line  method over estimated useful lives, which range from three to
thirty years.  Depreciation expense was approximately  $970,000,  and $6,000 for
the quarters ended March 31, 1998 and 1999, respectively. Approximately $950,000
of depreciation expense for the quarter ended March 31, 1998, is attributable to
discontinued  operations  and the  remaining  depreciation  is  attributable  to
continuing operations.


5.   LONG TERM DEBT
<TABLE>
<CAPTION>

                                                                   December 31,         March 31,
                                                                       1998                1999
                                                                   --------------      -------------

<S>                                                                <C>                 <C>
Revolving securities - based loan, $6,000,000 maximum
Due July 7, 1999, interest payable  monthly at  lender's
base rate of 3 month LIBOR plus .75  percent.  At March
31, the rate was 5.75%.                                                      -0-           5,000,000

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                               $     318,783        $    317,533
                                                                   --------------       -------------
                                                                         318,783           5,317,533

Less current portion                                                      (4,268)        (5,004,750)
                                                                   --------------       -------------
                                                                   $     314,515        $    312,783
                                                                   ==============       =============
</TABLE>


     Annual  principal  maturities for years subsequent to December 31, 1998 are
as follows:

                              1999               $      5,004,750
                              2000                        312,783
                              2001                            -0-
                              2002                            -0-
                              Thereafter                      -0-
                                                    --------------
                                                 $      5,317,533
                                                    ==============

<PAGE>

                          TRANSCOR WASTE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     As of March 31, 1999,  the Company is a  co-borrower  and has  guaranteed a
loan  agreement  on behalf of  Kimmins  and other  subsidiaries  of  Kimmins  in
connection with the Kimmins Employee Stock Ownership Plan ("ESOP"), which had an
outstanding balance of approximately  $689,000 that is recorded in the financial
statements of Kimmins.

     The  Company  is  a  co-borrower  with  joint  and  several   liability  on
approximately  $3,973,000,  which  includes  the above  $689,000  ESOP note,  of
financial  institution  debt of Kimmins.  The debt  agreements  contain  certain
covenants,  the most  restrictive  of  which  require,  for  Kimmins  for  1999,
maintenance of a consolidated  tangible net worth, as defined,  of not less than
$11,000,000 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,  the Company  believes that Kimmins had complied with or
obtained waivers for all loan covenants.


6.   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.

     Warrants to purchase  100,000 shares of the Company's common stock at $6.00
per share  were  issued in 1993 to the  underwriters  of the  Company's  initial
public  offering.  Warrants  to  purchase  10,000  shares of common  stock  were
exercised  during March 1996. The remaining  warrants to purchase  90,000 shares
expired on April 1, 1998.

     Unrealized  gains on marketable  securities of  approximately  $326,000 and
$54,000 net of taxes of $127,000  and  $18,000  are  recorded as a reduction  of
stockholders' equity as of December 31, 1998 and March 31, 1999, respectively.

     The Company  used part of the proceeds  from the sale of KRC to  repurchase
Company stock at prevailing market prices. There were 210,250 and 287,375 shares
of treasury  stock with a cost of  approximately  $1,008,000  and  $1,332,000 at
December 31, 1998 and March 31, 1999, respectively.


<PAGE>

                          TRANSCOR WASTE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.   EARNINGS (LOSS) PER SHARE

     As required by FASB  Statement No. 128, the following  table sets forth the
computation of basic and diluted earnings per share:
<TABLE>
<CAPTION>

                                                                    December 31,           March 31,
                                                                        1998                 1999
                                                                   --------------       --------------
<S>                                                                <C>                  <C>
Numerator:
---------

Income (loss) from continuing operations                           $      233,450       $      311,983
Adjustment for basic earnings per share                                       -0-                  -0-
                                                                   --------------       ---------------
Numerator  for basic  earnings  per share - income  (loss)
 available  to common stockholders from continuing operations             233,450              311,983


Effect of dilutive securities:
Interest on convertible subordinated term note                                -0-                  -0-
Numerator for diluted earnings per share:
Income (loss) from continuing operations                                  233,450              311,983
Income (loss) from discontinued operations                               (12,324)                  -0-
                                                                   --------------       ---------------
Income (loss) applicable to common stockholders
   after assumed conversions                                       $      221,126       $      311,983
                                                                   ==============       ===============

Denominator:
-----------

Denominator for basic earnings per share - weighted-average
shares                                                                  4,000,000            3,757,403
Effect of dilutive securities:
Stock options                                                              14,820               51,409
Warrants                                                                      -0-                  -0-
Convertible subordinated term note                                            -0-                  -0-
                                                                   --------------       ---------------
Dilutive potential common shares                                              -0-                  -0-
                                                                   --------------       ---------------
Denominator for diluted earnings per share -
   adjusted weighted-average shares and
   assumed conversions                                                  4,014,820            3,808,812
                                                                   ==============       ===============





Basic and diluted income (loss) per share from
   continuing operations                                           $          .06       $          .08
                                                                   ==============       ===============
Basic and diluted income (loss) per share from
   discontinued operations                                         $          -0-       $          -0-
                                                                   ==============       ===============

Total basic and diluted income (loss) per share                    $          .06       $          .08
                                                                   ==============       ===============
</TABLE>
<PAGE>


                          TRANSCOR WASTE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Unexercised  options to purchase  shares of common  stock for 1998 were not
included  in the  computations  of diluted  loss per share  because  the assumed
exercise would be antidilutive.

8.   DISCONTINUED OPERATIONS

     On May 31, 1998, the Company sold its  Jacksonville  area waste  collection
and recycling  operating  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 approximately  $11,600,000 in cash. The proceeds
exceeded  the net book  value of the  underlying  assets  sold by  approximately
$5,200,000.  This  gain was  reported  in the 1998  Consolidated  Statements  of
Operations as part of "gain on sale of discontinued operations."

     On July 17, 1998, the Company adopted a formal plan to sell its solid waste
management services operations to EESI. On August 31, 1998 the Company completed
the sale of the solid waste management  services (SWMS)  operations.  The assets
sold  consisted  primarily of accounts  receivables,  contracts and property and
equipment.  The selling price was approximately  $57,800,000 in the form of cash
and EESI common stock.  The sale of the Company's SWMS operations  resulted in a
gain of approximately  $19,611,000 net of taxes approximately $11,861,000 in the
third quarter of 1998.

     Revenues  and  expenses of the SWMS  operations  for the three months ended
March 31, 1998 are shown  separately  in the schedule  below.  The  consolidated
statements of operations for the quarter ended March 31, 1998 have been restated
to show separately the operating  results of the SWMS operations.  These amounts
are included in the income or loss from discontinued  operations  portion of the
accompanying  consolidated statements of operations.  None of these net revenues
was  received  after  the  Company's  adoption  of the  plan  to sell  the  SWMS
operations.  Information  related to the discontinued SWMS operations of KRC for
the three months ended March 31, 1998, is as follows:

                                                           March 31,
                                                             1998
                                                       ----------------

Net revenue                                            $      8,595,000
Operating expenses, including depreciation                    7,089,000
Selling, general and administrative expenses                  1,175,000
                                                       -----------------
Operating loss                                                  331,000
Interest expense, net                                           393,000
                                                       -----------------
Loss before provision for income tax benefits                   (62,000)

Provision for income tax benefits                               (50,000)
                                                       -----------------
Loss from discontinued operations                      $        (12,000)
                                                       =================

     For the quarter ended March 31, 1998,  approximately  $12,000 is shown as a
loss from discontinued operations.


<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

            COMPARISON OF THREE MONTHS ENDED MARCH 31, 1999 AND 1998

     Revenue for the three months ended March 31, 1999 was $417,000 representing
a decrease of $1,451,000 or  approximately  77 percent,  from $1,868,000 for the
three  months  ended  March  31,  1998.   The  decrease  in  total  revenue  was
attributable to the Company's demolition operations,  which are winding down. It
is anticipated  that all remaining  projects will be completed during the second
quarter.

     Operating expenses for the three months ended March 31, 1999 were $441,000,
representing  a  decrease  of  $990,000,   or  approximately  69  percent,  from
$1,431,000 for the three months ended March 31, 1998. Operating expenses include
equipment and labor costs.  The decrease in operating  expenses was attributable
primarily to a reduced level of operations resulting from management's  decision
to wind down the demolition operations.

     Selling,  general and  administrative  expenses  for the three months ended
March  31,  1999  were  $116,000,   representing  a  decrease  of  $84,000,   or
approximately  42 percent,  from  $200,000  for the three months ended March 31,
1998. 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 the
winding down of operations.

     Investment income from marketable  securities was  approximately  $563,000.
There was no  comparable  investment  income in the prior year.  The increase is
attributable to the Company's  trading of covered  options on Waste  Management,
Inc. stock.  During the three months ended March 31, 1999, the Company  invested
approximately   $509,000  in  the  covered  options  and  recognized   gains  of
approximately $538,000 on proceeds of $1,047,000.

     Interest  income,  for the three months ended March 31, 1999 was $89,000 as
compared to $88,000 for the three months  ended March 31, 1998.  The net average
amount of debt and receivables outstanding was consistent between periods.

     The  Company's  income  tax  provision  was  calculated  using  a  rate  of
approximately 39 and 28 percent for the three month periods ended March 31, 1999
and 1998, respectively.

     As a result of the foregoing,  the Company  recorded net income of $312,000
for the three months ended March 31, 1999, as compared to net income of $221,000
for the three months ended March 31, 1998.

                         LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 1999, the Company had working capital of $16,580,000  compared
to working  capital of  $22,448,000  at December 31, 1998.  Working  capital was
impacted  primarily  by  increases  in a  short-term  securities-based  loan  of
$5,000,000,  the proceeds of which was used to fund advances to Kimmins. 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, 1999,
the Company had cash of $993,000.  In addition,  the Company has  $21,490,000 of
marketable securities.

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Net cash  provided by  operating  activities  during the three months ended
March 31,  1999 was  approximately  $826,000  compared  to $71,000 for the three
months  ended  March 31,  1998.  The  increase  in cash  provided  by  operating
activities was due primarily to net income earned during 1999, 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  provided by investing  activities
during the three  months  ended March 31, 1999 was  $286,000,  as compared to $0
during the three  months  ended March 31, 1998.  This was  primarily  due to net
proceeds  from the sale of  marketable  securities  in  excess of  purchases  of
marketable  securities  during  the  first  quarter  of 1999.  Net cash  used in
financing   activities  during  the  three  months  ended  March  31,  1999  was
$1,004,000, as compared to net cash provided by investing activities of $792,000
for the three months ended March 31, 1998. These fluctuations were primarily the
result of net cash  payments  received  from  Kimmins in 1998 as compared to net
cash advances made to Kimmins in 1999.

     During  the three  months  ended  March 31,  1999 and 1998,  the  Company's
average trade  receivables were  outstanding for 331 and 85 days,  respectively.
Both averages were based on first quarter revenue annualized and compared to the
trade  receivable  balances at quarter  end.  The large  increase  is  primarily
attributable to decreased revenues. 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.

     As of March 31, 1999,  the Company is a co-borrower  with joint and several
liability on approximately  $3,973,000 of financial institution debt of Kimmins.
The debt agreements  contain certain  covenants,  the most  restrictive of which
require, for Kimmins for 1999, maintenance of a consolidated tangible net worth,
as  defined,  of not  less  that  $11,000,000  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 1999,
the Company  believes that Kimmins has complied with or obtained waivers for all
loan covenants.

     The Company has no current material commitments for capital expenditures.

     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.

FINANCING ARRANGEMENTS

     As of December 31, 1998 and March 31, 1999,  the Company had no outstanding
indebtedness  to Kimmins.  As of December 31, 1997,  the amount of the Company's
total  outstanding   indebtedness  to  Kimmins  was  $2,003,258  that  had  been
consolidated  into the  Kimmins  Note,  which was due and payable on December 1,
2003,  with  interest  accruing  at 1 percent  per annum in excess of the stated
prime rate  established by NationsBank of Florida.  This note was repaid in 1998
using proceeds from the sale of KRC.

     On January 7, 1999, the Company executed a revolving  securities-based loan
with a maximum  principal  amount of $8,200,000.  The initial  disbursement  was
$2,500,000 with another $2,500,000 being drawn during the quarter resulting in a
balance  outstanding  at March 31,  1999 of  $5,000,000.  The loan term is three
months and it was renewed on April 7, 1999. Interest is due monthly based on the
three  month  LIBOR  rate plus .75  percent.  The rate on April 7, 1999 was 5.75
percent.  The  loan  is  collateralized  by a  portion  of the  Company's  stock
investment in Waste Management, Inc.

<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     As of December 31, 1998 and March 31, 1999,  the Company had no outstanding
equipment  loans with Associates  Commercial  Corporation  ("Associates").  From
December 1992 to December 1998, the Company,  in a series of separate  equipment
loans,  borrowed an aggregate of approximately  $27,622,000 from Associates as a
sole  borrower  and as a  co-borrower  with  Kimmins and other  subsidiaries  of
Kimmins. Of such indebtedness,  approximately $24,260,000 represented the sum of
the Company's sole  borrowings and allocable  share of  co-borrowings,  of which
none was  outstanding on March 31, 1999.  Interest on such  indebtedness  ranged
from 7.4 percent to 9.7 percent,  and payments on  outstanding  borrowings  were
made according to specified  payment  schedules.  The portion  constituting  the
Company's sole borrowings were guaranteed by Kimmins.

     The Company also had outstanding  equipment loan  indebtedness  pursuant to
various  agreements  with other financial  institutions.  During the years ended
December 31, 1995 through 1998, the Company  borrowed an aggregate of $8,556,000
under such arrangements, all of which were paid off in conjunction with the sale
of KRC.

     The Company has an  outstanding  mortgage note payable,  which  contains no
financial ratio covenants, with an outstanding balance of approximately $318,000
as of March 31, 1999.  This amount is  associated  with amounts  included on the
balance sheet under the caption "Property Held for Sale."

     In  addition  to its  own  debt  (either  as an  individual  borrower  or a
co-borrower),  the Company has also guaranteed the indebtedness (an aggregate of
approximately $4,118,000 and $3,973,000 at December 31, 1998 and March 31, 1999,
respectively)  of  certain  Kimmins  financial  institution  debt.  See Item 13,
"Certain  Relationships and Related Transactions." These debt agreements contain
certain  covenants,  the  most  restrictive  of  which  requires,  for  Kimmins,
maintenance of a consolidated  tangible net worth, as defined,  of not less than
$11,000,000 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,  the Company believes that Kimmins had complied
with or  obtained  waivers  for all  loan  documents.  (See  Note 8 of  Notes to
Consolidated Financial Statements.)

     The  Company  believes  it has  sufficient  liquidity  for  its  continuing
operations.

EFFECT OF INFLATION

     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 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 be displayed in a financial statement
with equal  prominence as other financial  statements.  Comprehensive  income is
defined as changes in stockholders' equity exclusive of transactions with owners
such as capital contributions and dividends.  The Company adopted the provisions
of SFAS No. 130 effective January 1, 1998.
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     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 supersedes  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.  During the fourth quarter
of 1998,  the Company  adopted the  provisions  of SFAS No. 131. The adoption of
SFAS No. 131 did not affect the results of operations  or financial  position of
the Company. Based on management's assessment, the Company operates one dominant
segment.

     In June 1998, the Financial Accounting Standards Board Issued Statement No.
133,  "Accounting for Derivative  Instruments and Hedging  Activities," which is
required to be adopted in years  beginning  after June 15, 1999.  The  Statement
requires the companies to recognize all derivatives on the balance sheet at fair
value.  Derivatives  that are not hedges must be adjusted to fair value  through
income.  If the  derivative  is a hedge,  depending  on the nature of the hedge,
changes in the fair value of derivatives are either offset against the change in
fair  value of assets,  liabilities  or firm  commitments  through  earnings  or
recognized in other comprehensive  income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately  recognized  in earnings.  Because of the  Company's  minimal use of
derivatives,  management  does not anticipate that the adoption of the Statement
to have a  significant  effect on  earnings  or the  financial  position  of the
Company.

     Given the  complexity  of the new  Standard  and that the impact  hinges on
market values at the date of adoption, it is extremely difficult to estimate the
impact of adoption unless adoption is imminent.

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 $15,000. 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 approximately $13,000.

     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 June 1999, which is
prior to any anticipated  impact on its operating  system.  The Company believes
that 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's  contingency plan if the above plan
is not timely  implemented,  would be to maintain the accounting system manually
and devote additional resources, staff and consultants to complete the project.

     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>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     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.

INVESTMENT COMPANY ACT

     As a result of the sale of KRC, the Company holds  approximately 68 percent
of its assets in marketable  securities.  Notwithstanding  this concentration in
marketable securities, the Company does not consider itself to be an "investment
Company" under the  Investment  Company Act of 1940, as amended (the "1940 Act")
and the regulations  promulgated  thereunder  ("Investment Company Regulations")
because it is not  "engaged  in the  business"  of being an  investment  company
within the meaning of the 1940 Act. In addition,  the Company is claiming status
as a "transient  investment  company" under Rule 3a-2 of the Investment  Company
Regulations,  which allows a company to hold a large percentage of its assets in
marketable  securities for a period of up to one year after a major  transaction
(like  the sale of  Kimmins  Recycling  Corp.)  without  registration  under the
Investment  Company Act.  Absent an exemption,  companies  with more than 45% of
their assets in marketable  securities  are treated as investment  companies and
required to register under the 1940 Act.

     To qualify as a transient  investment company, the Company must have a bona
fide intention to engage  primarily,  as soon as reasonably  possible to (and in
any event within the one year limit) in a business other than that of investing,
reinvesting,  owning,  holding or trading in securities.  Management  intends to
comply with this requirement by the one-year deadline, i.e., August 1999.

     The Company may also be exempt from the 1940 Act if there are not more than
100 beneficial  owners (including those holding in street name) of the Company's
outstanding  securities.  The  Company  currently  has more than 100  beneficial
owners of its Common Stock.

     The Company currently does not qualify for registration under the 1940 Act.
Registration  would require the Company to restructure its capital structure and
would be expensive  and time  consuming.  Contracts of  unregistered  investment
companies  are voidable  and subject to  rescission.  In addition,  unregistered
investment  companies are subject to enforcement  actions by the SEC. Failure of
the Company to continue to qualify for the exemptions under the 1940 Act and the
Investment  Company  Regulations  could  have a material  adverse  effect on the
Company's financial condition and results of operations.


<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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 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.

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     During  1998,  the  Company  did not  enter  into  any  transactions  using
derivative   financial   instruments   or  derivative   commodity   instruments.
Accordingly,  the Company  believes its exposure to interest rate market risk is
not  material.  As of March 31,  1999,  the Company  held for other than trading
purposes  marketable  equity  securities of publicly traded  companies  having a
value of approximately  $21,490,000  ($15,784,000  related to Waste  Management,
Inc.). These securities are subject to equity price risk.

     Beginning in January 1999,  the Company began  trading  covered  options on
Waste  Management,  Inc.  common stock.  Management  believes  although there is
always price risk in this type of transaction, management is able to reduce this
risk due to its knowledge of the solid waste  industry.  During the three months
ended March 31, 1999, the Company invested approximately $509,000 in the covered
options  and  recognized  gains  of   approximately   $538,000  on  proceeds  of
$1,047,000.  As of December 31, 1998 and March 31, 1999, the Company has debt of
approximately $319,000 and $318,000 with a fixed interest rate.



<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 judgments against the class plaintiff's  claim,  which
was heard on May 26, 1998. On June 12, 1998, the Court granted Summary  Judgment
if favor of KRC, the county and the city.  The  plaintiffs  appealed the Summary
Judgment and Oral  Arguments were held on February 16, 1999. To date, no opinion
has been received by the Appellate Court. At December 31, 1998, the total amount
of lien rights was approximately $426,000.

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:

       10.1 - Loan and Collateral Account Agreement between Merrill Lynch
              International Private Finance Limited and TransCor Waste Services,
              Inc.
       27.1 - Financial Data Schedule - March 31, 1999 (for SEC use only)
       27.2 - Financial Data Schedule - March 31, 1998 (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  cause  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



May 20, 1999

     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 May 20, 1999.




Date: May 20, 1999           By:  /S/ JOSEPH M. WILLIAMS
                                  ----------------------------
                                  Joseph M. Williams
                                  President
                                  (Principal Executive Officer)


Date: May 20, 1999            By: /S/ NORMAN S. DOMINIAK
                                  ----------------------------
                                  Norman S. Dominiak
                                  Treasurer and Chief Financial Officer
                                  (Principal Accounting and Financial Officer)