<PAGE>



                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                ------------------------------------------------------
                                     FORM 10-K/A

      [MARK ONE]
      [X]  Annual  Report Pursuant  to Section  13 or  15(d) of  the Securities
           Exchange Act of 1934
                                    [Fee required]
                     For the fiscal year ended December 31, 1995
                                          OR
      [ ]  Transition  Report Pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934
                                  [No fee required]
            For the transition period from _____________ to _____________.

                             Commission File No. 1-10489
                ------------------------------------------------------

                                    KIMMINS CORP.
                (Exact name of registrant as specified in its charter)

                  Delaware                        59-2763096
          (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,             New York
                        $.001 par value        Stock Exchange

             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   [ ]<PAGE>



           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/A or any amendment to this Form 10-K/A.  [ ]

           As of March  18, 1996,  there were outstanding  4,447,397 shares  of
      Common Stock and 2,291,569 shares of Class B common stock.  The aggregate
      market value of the voting stock held by non-affiliates of the registrant
      as of March 18, 1996, was $13,604,399.

                ------------------------------------------------------

                         DOCUMENTS INCORPORATED BY REFERENCE:

                                         NONE<PAGE>
                                        PART I
      Item 1.  Business
                                     THE COMPANY

           During January 1996,  Kimmins Environmental Service  Corp. filed  an
      amendment to its Restated  Certificate of Incorporation that changed  the
      name of  the company to Kimmins Corp.  Kimmins Corp. and its subsidiaries
      (collectively, the "Company") is  a solid waste management  and specialty
      contracting company that, through its subsidiaries, provides a full range
      of solid  waste management  services  and project-oriented  services  for
      infrastructure development and the remediation of sites and facilities.  

           The Company's services are as follows:

           *  Solid  waste  management services  - Transfer,  resource recovery,
              transportation, disposal  of non-hazardous  waste, and  demolition
              of residential and commercial facilities.

           *  Specialty contracting

              * Environmental  and utility  contracting -  Environmental  and
                utility  contracting, including  infrastructure services such
                as sewer lines, water lines, and roads.

              * Industrial   demolition,   dismantling,   and   abatement   -
                Dismantling of  facilities or  structures including  offshore
                oil platforms; draining liquid  wastes from pipes  and tanks;
                asbestos   removal,  cleanup,   disposal,  and  reinsulation;
                removal   of  above-  and  below-ground  tanks;  removal  and
                disposal  or sale  of  other  equipment; and  sale  of  scrap
                materials.

              * Hazardous waste  services -  On-site treatment,  containment,
                incineration, and excavation and removal.

           The Company's surety services were spun-off from the Company through
      the  distribution  of equity  securities of  the  holding company  of the
      surety subsidiaries to its stockholders during October 1992.

           The Company's services may be used individually or in combination as
      required to meet the specific needs of customers.  The Company's business
      strategy  is  to draw  upon its  solid  waste management  and contracting
      experience  to  perform  complex  projects requiring  a  broad  range  of
      services.   Although  each of  the Company's  business lines  can operate
      independently from the other related services, the Company  believes that
      integration of  these  services  gives  it  a  competitive  advantage  by
      relieving the  customer  of  the burden  of  coordinating  activities  of
      multiple contractors.

           During its  first years of operation, the  Company emphasized, among
      other services  offered, a broad range  of contracting services.   As the
      need for  waste-related and specialty  contracting services has  grown in
      response to  heightened public  concern  and government  regulation,  the
      Company  has  used   its  capabilities  in   facilities  demolition   and
      dismantling and  in the  management of complex  construction projects  to
      become increasingly involved  in solid waste  management and  project-or-
      iented activities.<PAGE>


           The  Company's  services  are provided  to  industrial,  commercial,
      institutional and  governmental customers, which have  included Shell Oil
      Company,  Mobil Oil Corporation, the City of Tampa, the United States Air
      Force, and the  U.S. Army Corps of  Engineers.  Operations  and marketing
      efforts are managed through the Company's subsidiaries, which are located
      in the south and northeast.

           The  Company's strategy  is  to continue  to  focus on  solid  waste
      management  services  and   specialty  contracting  projects   for  large
      manufacturing  and  governmental  customers.    To  date,  the  Company's
      activities in  solid  waste  management  have consisted  of  opening  and
      operating  resource recovery and transfer facilities in various cities in
      Florida  and  bidding  on  and  obtaining  industrial,  commercial,   and
      municipal  solid  waste  management  contracts.   The  Company  does  not
      consider its business to be highly seasonable.

      SERVICES

      Solid Waste Management Services:

           The Company,  through its majority-owned  subsidiary, TransCor Waste
      Services, Inc. ("TransCor"), provides solid waste management services  to
      commercial,   industrial,  residential,  and  municipal  customers.    In
      connection  with such services,  the Company currently  owns and operates
      fully-permitted   construction  and   demolition  ("C&D")   transfer  and
      recycling ("T&R")  facilities in four of the largest metropolitan regions
      in  the state  of Florida.   The  Company had  also, pursuant  to several
      municipal contracts,  commenced the residential curbside  collection of a
      variety of already segregated recyclable forms of solid  waste, including
      such  materials as newspapers, cardboard, plastic, metals, and glass.  In
      addition to  its T&R operations, the Company collects and disposes of all
      types  of  non-hazardous  solid  waste  for  industrial  and   commercial
      customers  in its  T&R regions.   The  Company also  provides residential
      garbage  collection  services  for   several  municipalities  located  in
      Pinellas County,  St. Lucie County,  Lee County and  Hillsborough County,
      Florida.   In addition, the Company provides demolition and other related
      services  with, and  as  an  economic  complement  to,  its  solid  waste
      management services.

           The Company's permits allow it to segregate and recycle  part of the
      C&D  debris  and  yard waste  accepted  at  its  T&R facilities  (thereby
      decreasing the Company's landfill  disposal costs).  The Company  has the
      capability to  haul the  non-recyclable  waste economically  to  outlying
      rural  landfills (where disposal fees generally are much lower than those
      charged  by urban landfills).  Consequently, the Company can charge lower
      rates at  its T&R facilities than those  charged by landfill operators in
      the  same vicinities.  In  addition, disposal of  debris at the Company's
      T&R facilities generally requires less time and results in less damage to
      waste collection vehicles  than landfill  disposal.  As  a result,  waste
      haulers, including those in competition with the Company's own collection
      services, are provided strong economic and other incentives for disposing
      of their C&D debris and yard waste at the Company's T&R facilities.

           The   Company  provides  demolition   services  for  commercial  and
      residential customers.  These services include the razing and dismantling
      of facilities  and structures, the  recovery of  demolished material  for
      reuse  and recycling, and the disposal of non-recycled demolition debris.<PAGE>


      The  typical demolition projects of the Company are single and multistory
      urban  buildings and  small warehouses,  manufacturing plants,  and other
      facilities.    Typically, the  Company  enters  into separate  demolition
      contracts for each project, which are usually for a term of less than six
      months.

      Specialty Contracting:

      Infrastructure and Utility Contracting Services

           Prior to  mid-1988, the Company's contracting  business was directed
      primarily at lower-margin general contracting for industrial, commercial,
      institutional and governmental  customers, including schools,  apartments
      and  shopping centers.   During  1988, the  Company redirected  its focus
      toward  environmental and  utility contracting,  including infrastructure
      and reconstructive service work.  

           The  Company,  through  its subsidiary,  Kimmins  Contracting Corp.,
      continues  to provide  comprehensive non-hazardous  contracting services,
      including  infrastructure  services   such  as  water   and  sewer   line
      installation, replacement and repair to private and government  customers
      primarily in the  State of Florida.   Related infrastructure  development
      includes road installation, repair and widening, and installation, repair
      and enhancement of drainage and wastewater services.

      Industrial Demolition, Dismantling, and Abatement Services

           The Company,  through its subsidiaries,  Kimmins Industrial  Service
      Corp.,  Kimmins  Abatement  Corp.,   and  Kimmins  International,  offers
      demolition and dismantling of facilities or structures; asbestos removal;
      cleanup, disposal,  and reinsulation; removal of  above- and below-ground
      storage  tanks; removal and disposal or sale of industrial equipment; and
      the sale of equipment and scrap materials.

           Demolition  and  dismantling projects  result  from  the closing  or
      retooling of facilities due to such factors as technological obsolescence
      of facilities, corporate  mergers and consolidations  of operations,  and
      the relocation  of manufacturing operations  to low-cost  labor areas  or
      areas  subject  to  less  stringent  regulation,  primarily  in   foreign
      countries.   In addition, site  remediation, particularly in  the case of
      environmental contamination of a site, frequently requires the demolition
      or dismantling of a contaminated facility.  

           Dismantling  is  the  precise  disassembly  of  a  manufacturing  or
      production facility  on a  piece-by-piece basis  to recover  equipment as
      complete operating units  that can  be reinstalled  at another  location.
      Dismantling enhances the value of the facility above scrap market values.
      The  Company is  paid a  fee  for dismantling  services  and, usually,  a
      commission on the sale of non-relocated equipment.

           Demolition usually requires wrecking services for which the  Company
      is paid a fee by the customer.  In certain projects, the Company may also
      receive  additional  revenue  from  selling  the  scrap  material.    The
      Company's services in  these areas include  dismantling large  structures
      (including refineries,  and utility plants); draining  liquid wastes from
      pipes and  tanks; removing above-  and below-ground  tanks; cleaning  and
      disposing of contaminated equipment; and controlled demolition.<PAGE>


           Certain demolition  projects also involve asbestos  removal, cleanup
      and disposal.  The Company is de-emphasizing asbestos  abatement services
      and generally will  only perform these services with  other environmental
      demolition activities.

      Hazardous Waste Services

           The Company, through its subsidiary, ThermoCor Kimmins, Inc., offers
      a full  range of  services for  the removal, treatment,  and disposal  of
      hazardous materials.   The services offered  include on-site incineration
      (thermo-destruction)  of  hazardous  waste,  as  well  as  other  on-site
      treatment   methods,  construction  of   containment  systems,   and  the
      excavation and removal of contaminated material.

           On-site treatment.  On-site  remediation involves treating hazardous
      materials  at a customer's site to reduce  or eliminate the need for off-
      site transportation and disposal of hazardous materials, thus  decreasing
      the cost to and potential liability of the customer.   On-site treatment,
      which  includes  a  variety  of  techniques,  eliminates  the   substance
      permanently,  reduces  its   toxicity  or  volume,   or  stabilizes   its
      constituents for  disposal on-site  or off-site at  a permitted  disposal
      facility.  Treatment  and disposal  methods used by  the Company  include
      incineration,  stabilization  and  fixation, dechlorination,  filtration,
      dewatering,  air  stripping  and  carbon adsorption,  precipitation,  and
      bioremediation.

           Containment.   Containment  systems are  constructed to  prevent the
      migration  of  hazardous  materials  from  a   site  to  the  surrounding
      groundwater, surface  water, soil or  air.   While containment  can be  a
      permanent remedial solution, it is also used as an interim step  followed
      by excavation and  removal or  on-site treatment.   The Company  installs
      containment  systems that  include containment  cells, surface  caps, and
      slurry walls.

           Excavation  and  removal.    Excavation  and  removal  involve   the
      excavation of  contaminated materials for containment,  on-site treatment
      or  off-site disposal.  When  off-site disposal is  required, the Company
      subcontracts with  licensed third parties  for the transportation  of the
      material for off-site disposal.  As part  of its quality control program,
      the Company regularly  samples and analyzes excavated materials to verify
      that  the  contaminants  are  consistent with  those  identified  in  the
      remediation plan.

      SEGMENT INFORMATION

           See Note 18  of Notes  to Consolidated Financial  Statements of  the
      Company for  the years ended  December 31, 1993,  1994, and 1995  for the
      Company's financial segment information.

      PERFORMANCE BONDS

           The Company is required to post performance bonds in connection with
      certain   asbestos   abatement,   waste  remediation,   demolition,   and
      construction contracts.  For  the year ended December  31, 1995, most  of
      the  Company's  revenue  was  derived  from contracts  or  projects  that
      required  the Company to post  performance bonds.   The Company's current
      bonding coverage  for non-environmental  projects is $30  million for  an<PAGE>


      individual project ($100  million aggregate).   The Company has  obtained
      bonding  coverage  in  amounts  up  to  $8.5  million  for  environmental
      projects.   However, the  Company has experienced  difficulties in  prior
      years in obtaining  bonding coverage for environmental projects more than
      this  amount.  However, some environmental projects either do not require
      a bond or require a bond for less than the complete contract price of the
      project  value.     The  Company  has   obtained  bonding  coverage   for
      environmental projects more  than $8.5  million as a  result of  personal
      surety bonds or collateral furnished by Francis M. Williams, President of
      the Company.   Mr. Williams  has no obligation  to provide surety  bonds,
      collateral  or otherwise to assist the Company in connection with bonding
      coverage.

           In addition to performance bond requirements, some jurisdictions  in
      the  future may  require  the posting  of  substantial bonds  or  require
      companies  engaged in  solid waste management  and related  activities to
      provide  other  financial assurances  covering the  closure, post-closure
      monitoring and  corrective activities for certain  solid waste management
      facilities.

      MARKETING

           The Company, through  its majority-owned subsidiary,  TransCor Waste
      Services, Inc.,  generally obtains  solid waste collection contracts  for
      its  services  or for  the operation  of  certain solid  waste management
      facilities through  the process of competitive  bidding, purchase orders,
      or negotiations.   The Company's marketing  efforts include  door-to-door
      sales,  monitoring  trade journals  and  other industry  sources  for bid
      solicitations by  various entities, including government  authorities and
      related  instrumentalities,  and responding  to  such bid  solicitations,
      which may  include  requests  for proposals  ("RFPs")  and  requests  for
      qualifications ("RFQs").   The Company  also attempts to  be included  on
      lists of  qualified bidders frequently  contained in  RFPs and RFQs.   In
      response to  an  RFP or  RFQ, the  soliciting entity  requires a  written
      response within a specified  period.  Generally, in the case of an RFP, a
      bidder submits a  proposal detailing its qualifications,  the services to
      be provided, and the cost of the services to the soliciting entity; then,
      such entity, based on  its evaluation of the proposals  submitted, awards
      the contract  to the successful bidder.  In the  case of an RFQ, a bidder
      submits a  response describing  its  experience and  qualifications,  the
      soliciting  entity  then  selects the  bidder  believed  to  be the  most
      qualified,  and then  negotiates  all  of  the  terms  of  the  contract,
      including  the cost of the services.   The Company's single largest solid
      waste collection contract  was derived through  competitive bidding,  and
      the Company  expects that future  significant contracts will  be obtained
      through competitive bidding.   The  Company has  also obtained  customers
      through recommendations and referrals from existing customers.

           The Company's specialty contracting business results primarily  from
      customers for  whom the Company  has previously provided  services, prior
      customer references, and from direct  marketing efforts.  In  particular,
      the  Company believes its national reputation as a leading demolition and
      dismantling contractor has  contributed significantly to  its ability  to
      attract specialty service business.

           The  Company's  specialty   contracting  subsidiaries  direct  their
      marketing activities through regional offices in Tampa, Florida; Houston,<PAGE>


      Texas;  and Niagara Falls, New York.   These offices are located in areas
      with a high concentration of industrial facilities.  The Company believes
      that accurate bidding is crucial in securing new contracting projects and
      completing them  profitably.    The  Company  uses  computerized  bidding
      systems in conjunction with  site visits to develop bids  for contracting
      projects.  While bid price is an important factor in obtaining contracts,
      potential clients also consider the reputation, experience, safety record
      and financial strength of the bidders in awarding contracts.  

      CUSTOMERS

           Customers for the Company's solid waste management services  include
      local and regional contractors, municipalities, institutions, other waste
      haulers, and local  businesses.   The primary private  customers for  the
      Company's  specialty contracting  services are  Fortune 500  corporations
      engaged  in   heavy   manufacturing,   such   as   chemical,   petroleum,
      petrochemical, paper, and steel companies as well as public utilities and
      federal,  state  and  local government  agencies.    For  the year  ended
      December  31, 1995,  56  percent and  44  percent, respectively,  of  the
      Company's gross  revenue  were  derived  from  private  and  governmental
      customers, respectively.

           A substantial portion of the Company's gross revenue is derived from
      services  provided  to  federal,  state  and  local  government  agencies
      including  the  EPA.   Government  contracts are  subject  to legislation
      mandating a  balanced budget; delays in funding; lengthy review processes
      for  awarding  contracts;  delay  or  termination  of  contracts  at  the
      convenience of the government; termination, reduction or modification  of
      contracts in the event of changes in the government's policies or because
      of  budgetary constraints.   Furthermore,  increased or  unexpected costs
      could result in losses or reduced profits under fixed-price government as
      well as commercial contracts.

      BACKLOG

           As  of December 31, 1995,  the Company had  a backlog of uncompleted
      projects  under contract aggregating approximately $95,661,000, (compared
      to   approximately  $88,806,000  as  of  December   31,  1994)  of  which
      approximately $35,882,000  is attributable  to environmental and  utility
      contracting  services,  approximately   $3,255,000  is  attributable   to
      demolition  and   dismantling  services,     approximately   $440,000  is
      attributable to asbestos abatement services, approximately $10,244,000 is
      attributable to site remediation  services, and approximately $45,840,000
      is  attributable  to  solid  waste  management  services.    The  Company
      anticipates that it will recognize approximately $61,761,000 of  revenues
      from these projects by  the end of 1996 with the  remaining revenue to be
      recognized through the year 2000.

      COMPETITION

           Although developments in  the solid waste  management industry  have
      resulted  in  the  emergence of  large  private  and  public solid  waste
      management  companies and  in consolidating  trends in the  industry, the
      solid waste management business is characterized by intense  competition.
      The Company believes  that no single company has a  dominant market share
      of the solid waste management  business in the United States or  Florida.
      Although competition  varies  by  locality  and  type  of  services,  the<PAGE>


      Company's principal sources of  competition are local and  regional solid
      waste  management  companies  of  varying  size  that  primarily  provide
      collection  or disposal  services to  customers  in a  limited geographic
      area,  large regional and national  solid waste management companies that
      operate  over  more extensive  geographic  areas  and provide  completely
      integrated solid waste management services, own or operate disposal sites
      and engage  in various  transfer  and resource  recovery activities,  and
      counties  and   municipalities  that  maintain  their   own  solid  waste
      collection  and disposal  services for  residents and  businesses in  the
      locality.  National companies  that compete against the  Company include,
      among  others, Waste  Management, Inc.,  and  Browning-Ferris Industries,
      Inc.

           The  Company believes that the principal competitive factors in  the
      solid  waste   management  industry  are  price,   reputation,  services,
      managerial experience, financial assurance capability (particularly as it
      relates to municipal contracts), and range of services offered.

           The Company  believes that  its ability to  offer a  broad range  of
      specialty contracting  services provides it with  significant competitive
      advantage.  Nevertheless, the Company faces substantial competition  from
      national,  regional  and  local  competitors,  many  of  which  are  well
      established and have much greater marketing, financial, technological and
      other resources than  the Company.   Furthermore, some  of the  Company's
      competitors  possess  certain hazardous  materials  handling capabilities
      that the  Company does not possess, including engineering, laboratory and
      off-site transportation and storage  and disposal.  However, it  has been
      the  Company's experience  that subcontractors  are available  to provide
      these services.  

           The Company  believes  the  principal  competitive  factors  in  the
      specialty contracting services industry are safety, reputation, technical
      proficiency, surety bonding capability, managerial experience, price, and
      breadth of services offered.

      INSURANCE COVERAGE

           The  Company,  consistent  with  industry  trends,  has  experienced
      difficulties in obtaining adequate insurance coverage against liabilities
      that may be incurred in connection with the conduct of certain aspects of
      its  specialty contracting services business.   Such coverage  is often a
      prerequisite  to  obtaining government  and  commercial  contracts.   The
      Company  currently maintains  comprehensive general  liability insurance,
      with total  coverage of  $16 million  for any  single occurrence  and $18
      million for aggregate claims  relating to damage to persons  or property.
      These policies cover all  activities of the Company and  its subsidiaries
      except  for  its  asbestos-related  activities  and certain  non-asbestos
      related  liabilities  such  as  pollution  liability  damage  (sudden  or
      gradual)   caused  by  the  discharge  or  release  of  any  irritant  or
      contaminant.    In  addition,  the  Company  has  comprehensive   general
      liability coverage that  covers, among other  things, specific  asbestos-
      related risks up to $10 million.  In addition, the Company has obtained a
      $1  million  per  occurrence/$2  million  aggregate  blanket  policy  for
      contractors pollution  liabilities and can obtain  additional coverage of
      up to a total of $6 million is required on a project-by-project basis.<PAGE>


      GOVERNMENT REGULATION

           The Company  is  subject to  an  extensive and  frequently  evolving
      statutory  and   regulatory  framework  of  federal,   state,  and  local
      environmental,  health,  safety,  and transportation  authorities,  which
      framework  imposes  significant compliance  burdens  and  risks upon  the
      Company.   The Company believes it  is in substantial compliance with all
      material federal, state, and  local laws governing its material  business
      operations.     Nevertheless,  amendments   to   existing  statutes   and
      regulations, adoption of new  statutes and regulations and  the Company's
      expansion  into other jurisdictions and types  of operations could result
      not only  in  the additional  risk  of  noncompliance, but  also  in  the
      increase in regulatory burden that could cause related increases in costs
      and expenses. 

           Two of the  statutes very important to the Company  are the Resource
      Conservation  and Recovery  Act  of  1976,  as  amended,  and  the  EPA's
      implementing regulations of that statute (collectively, "RCRA"), and  the
      Comprehensive  Environmental Response, Compensation  and Liability Act of
      1980, as amended ("CERCLA").  RCRA establishes a  comprehensive framework
      for state and federal regulation of hazardous waste management.  It seeks
      to prevent the release  into the environment of hazardous  wastes through
      the development of solid waste management plans and the regulation of the
      generation, transportation, treatment, storage and  disposal of hazardous
      wastes.  

           While  RCRA was  implemented  to prevent  the  release of  hazardous
      wastes  into the environment, CERCLA was designed to establish a national
      strategy to  remedy existing hazardous environmental  conditions.  CERCLA
      establishes  liability for clean  up costs and  environmental damages for
      owners and  operators of  disposal  sites, as  well  as for  persons  who
      generate,  transport  or  arrange  for  transportation  of  wastes  to  a
      particular site.  While CERCLA generally exempts responsible  contractors
      from  liability arising from the  release or threatened  release to which
      the  contractor is responding, it  can impose liability  on a responsible
      contractor for that contractor's negligent and grossly negligent acts.

           On October 9, 1991, the EPA promulgated substantial revisions to its
      existing RCRA  Subtitle D  implementing regulations.   The revisions  set
      forth minimum national  "open dump" criteria  for publicly and  privately
      owned   municipal  solid   waste  landfills.     They   include  location
      restrictions, design  and operating criteria,  groundwater monitoring and
      corrective action standards, closure and post closure care  requirements,
      and financial  assistance criteria.  Most revisions have become effective
      October 9, 1993, and states  have revised their own laws and  regulations
      to  be  consistent  with  the  RCRA  criteria.    Some  revisions  (i.e.,
      groundwater monitoring requirements) have been phased in over a five-year
      period that began  on October 9, 1991,  and others relating  to financial
      responsibility became effective April 9, 1994.

           Many  states  have  enacted  statutes  similar  to RCRA  and  CERCLA
      regulating  the handling of hazardous substances and wastes.  The Company
      could be subject to substantial liability under these statutes to private
      parties and government entities for fines or penalties, in some instances
      without any fault on the part of the Company, because  of the mishandling
      or release of any hazardous substances.<PAGE>


      PERMITS AND LICENSES

           Many  states  license such  areas  of  the  Company's operations  as
      asbestos abatement  and general  contracting.   Licensing  requires  that
      workers  and supervisors  receive training  from EPA  approved and  state
      certified  organizations  and  pass  required  tests.    The  Company  is
      currently licensed  to perform its  services in 36  states.   The Company
      also  operates in  certain states  that  do not  have a  special asbestos
      abatement  or  general contracting  license  requirement; however,  these
      states have adopted  regulations regarding worker  safety with which  the
      Company must comply.

           The  Company may need additional  licenses to expand its operations.
      Although there can  be no assurance, based upon the  level of training of
      its  employees and its experience, the Company currently believes that it
      can obtain all such required licenses.

      EMPLOYEES

           At March 18, 1996, the Company had approximately 1,000 employees, of
      which 8  were  employed  in  executive  capacities,  60  in  professional
      capacities, 97 in administrative capacities, 110 as field supervisors and
      725 in field operations.   A total of 35  of the Company's employees  are
      union members, covered by various collective bargaining  agreements.  The
      Company has not experienced  any strikes or work stoppages  and considers
      its relationship with its employees to be satisfactory.

           The  Company, through  its  subsidiaries, has  implemented  employee
      safety programs that require each employee to complete a general training
      and safety program.  Training topics include approved work procedures and
      instruction on personal safety and  the use of protective equipment.   In
      addition, all  employees engaged  in  asbestos abatement  activities  are
      required to  attend a minimum three-  to four-day course approved  by the
      EPA  and  Occupational   Safety  and  Health   Administration,  and   all
      supervisors of abatement projects are required to attend a 40-hour safety
      course annually.    Moreover,  employees  are  issued  detailed  training
      materials  and are  required  to attend  ongoing  safety seminars.    The
      Company's subsidiaries  also  conduct  job  safety analysis  in  the  job
      bidding stage.  Besides  the precautions taken with respect  to projects,
      the  Company takes additional measures  to protect its  asbestos and site
      remediation workers, including providing  them with additional protective
      equipment and sponsoring periodic medical examinations.

      Item 2.  Properties

           The Company owns its principal executive offices that are located in
      approximately  20,600 square feet of office space at 1501 and 1502 Second
      Avenue,  East,  Tampa, Florida   33605.   The  offices  are subject  to a
      mortgage, securing indebtedness  evidenced by a  promissory note with  an
      outstanding principal amount at  December 31, 1995, of $1,875,000.   This
      variable  rate  note  matures on  August  1,  1999,  and currently  bears
      interest at 1.25 percent above the lender's prime rate.<PAGE>


           The Company leases the following offices:
      
                                                               Annual
                      Location         Lease Expiration Date   Rental
               ----------------------- ---------------------  -------  
               2609 Allen-Genoa Road   
               Pasadena, Texas             Month-to-month     $  3,240
                                       
               256 Third Street        
               Niagara Falls, New York     Month-to-month     $ 18,300


      Item 3.  Legal Proceedings

           The  Company is involved in various legal actions and claims arising
      in the ordinary course of its business, none of which is expected to have
      a  material  effect on  the Company's  financial  position or  results of
      operations.

      Item 4.  Submission of Matters to a Vote of Security Holders

           On October 2, 1995, the Board of Directors of the Company adopted an
      amendment  to the  Company's restated  Certificate of  Incorporation that
      effected a  one-for-three  reverse stock  split of  the Company's  common
      stock and  Class B common stock.   The amendment was  approved on October
      25, 1995, by  the written consent of 61.5 percent  of the combined voting
      power of  the Company's common stock and Class B common stock, and became
      effective on January 11, 1996.<PAGE>

                                       PART II


      Item 5.  Market for the Company's Common Equity and 
               Related Stockholder Matters

           The Company's  common stock has  been traded on  the New  York Stock
      Exchange (symbol "KVN")  since March 30, 1990.  From  May 19, 1987, until
      March 30, 1990, the Company's common stock traded in the over-the-counter
      market and was quoted  on NASDAQ's National Market System.  The following
      table sets forth  for the periods indicated high and  low sales prices of
      the  Company's common stock  as reported by the  New York Stock Exchange.
      These prices do not give effect to the one-for-three reverse  stock split
      that became effective January 11, 1996.

                                1995             High     Low  
                     -------------------------- -----   ------
                                                      
                     First Quarter . . . . . .   2        1 1/2
                     Second Quarter  . . . . .   2 5/8    1 3/4
                     Third Quarter . . . . . .   6 1/4    2 3/8
                     Fourth Quarter  . . . . .   3 3/8    2 1/8
                                                
                                1994             High     Low  
                     -------------------------- -----   ------
                                                      
                     First Quarter . . . . . .   2 3/4    2 1/8
                     Second Quarter  . . . . .   2 3/8    1 3/4
                     Third Quarter . . . . . .   2 1/8    1 1/2
                     Fourth Quarter  . . . . .   1 7/8    1 3/8

           On  March 18, 1996, there were approximately 1,500 holders of record
      of  the  common stock.    Many  of such  holders  are  brokers and  other
      institutions holding shares in "street name" for more than one beneficial
      owner.

      Dividends

           The payment  by the Company of  dividends, if any, in  the future is
      within the discretion of its Board of Directors and will  depend upon the
      Company's  earnings,  capital  requirements  (including  working  capital
      needs), and  financial  condition, as  well  as other  relevant  factors.
      Certain  agreements  between the  Company  and  its lending  institutions
      prohibit the  Company from  paying cash  dividends  without the  lenders'
      consent.  Other than  a three and  one-third cent per  share of a  common
      stock cash dividend paid in July 1989,  the Company has not paid any cash
      dividends since its inception,  and the Board of Directors  does not plan
      to declare or pay any cash dividends in the future.<PAGE>


      Item 6.  Selected Financial Data

           During October 1995, the Board of Directors declared a one for three
      reverse  stock split  of the  Company's common  stock and Class  B common
      stock.  All share and per  share information has been adjusted to reflect
      the stock split on a retroactive basis.

           During December  1991, the  Company filed  with  the Securities  and
      Exchange Commission  ("Commission")  a  registration  statement  for  the
      shares of common  stock of  Cumberland Holdings,  Inc. ("Cumberland"),  a
      wholly-owned  subsidiary that  was  a holding  company for  the Company's
      surety operations,  to spin-off Cumberland into  a stand-alone, publicly-
      held company.   The registration statement  became effective on  February
      10,  1992,  and the  spin-off  was  effected on  October  1,  1992.   The
      historical balance sheet information presented on the  following page has
      been  restated  to  present  the  surety  operations  as  a  discontinued
      operation.<PAGE>


      <TABLE>
       HISTORICAL INCOME STATEMENT DATA:
       <CAPTION>
                                                       Years ended December 31,
                                                 (In thousands, except per share data)        
                                         ----------------------------------------------------
                                            1991       1992      1993       1994       1995   
                                         ---------   --------  --------   --------  ---------
       <S>                               <C>         <C>       <C>        <C>       <C>
       Gross revenue . . . . . . . . .   $ 100,646   $87,442   $ 83,609   $96,755   $ 111,346 
       Net revenue . . . . . . . . . .      73,741    78,614     77,405    85,353      95,426 
       Operating income  . . . . . . .       5,012     1,782      3,666     2,670       4,596 
       Litigation settlements (1)  . .         296      (379)    -         -           -      
       Income from continuing                                             
          operations before provision                                     
          for income taxes . . . . . .       4,216        99      3,196     1,533       2,833 
       Income from continuing                                             
          operations . . . . . . . . .       2,593        61      1,753       797       1,343 
       Income (loss) from discontinued                                    
          operations (2) . . . . . . .        (271)      124      -         -           -     
       Net income  . . . . . . . . . .       2,322       185      1,753       797       1,343 
                                                                          
       PER SHARE DATA:                                                    
                                                                          
       Income from continuing                                             
          operations per share -                                          
          primary  . . . . . . . . . .         .57       -          .39       .18         .30 
       Income (loss) from discontinued                                    
          operations per share -                                          
          primary  . . . . . . . . . .        (.06)      .03       -         -           -    
       Net income per share -                                             
          primary  . . . . . . . . . .         .51       .03        .39       .18         .30 
       Weighted average number of                                         
          common shares outstanding -                                     
          primary  . . . . . . . . . .       4,441     4,442      4,443     4,443       4,544 
       Income from continuing                                             
          operations per share -                                          
          fully diluted  . . . . . . .         .57       -          .39       .18         .30 
       Income (loss) from discontinued                                    
          operations per share -                                          
          fully diluted  . . . . . . .        (.06)      .03       -         -           -    
       Net income per share -                                             
          fully diluted  . . . . . . .         .51       .03        .39       .18         .30 
       Weighted average number of                                         
          common shares outstanding -                                     
          fully diluted  . . . . . . .       4,441     4,442      4,474     4,449       4,544 
       Cash dividends per share  . . .        None      None       None      None        None 
                                                                          
       <FN>
       <F1>
       (1)   Balances relate to the settlement of separate contract claims for work performed
             in excess of the original contract amounts due to changes in conditions.  Amounts
             applied against the settlements included legal fees and other direct costs.
       <F2>
       (2)   Balances relate to the Company's distribution of its surety services.
       </FN>
       /TABLE
<PAGE>


       <TABLE>
       HISTORICAL BALANCE SHEET DATA:
       <CAPTION>
                                                      As of December 31,
                                                        (In thousands)                 
                                       ------------------------------------------------
                                         1991      1992      1993      1994      1995
                                       --------  --------  --------  --------  --------
       <S>                             <C>       <C>       <C>       <C>       <C>
       Current assets  . . . . . . .   $ 36,880  $33,068   $33,716   $36,200   $44,117 
       Working capital . . . . . . .     14,034    8,253    12,041    11,205    11,548 
       Total assets  . . . . . . . .     70,712   68,381    70,192    72,689    93,629 
       Long-term debt  . . . . . . .     23,680   21,206    19,454    17,032    26,540 
       Stockholders' equity  . . . .     22,527   20,783    23,102    24,514    26,381 
       </TABLE>

       Item 7.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations

      Introduction

           The Company  conducts  its  business in  two  segments:    specialty
      contracting services and solid waste  management services.  The specialty
      contracting  services segment  provides comprehensive  services including
      facilities demolition and  dismantling, mobile incineration,  excavation,
      removal and  disposal of  contaminated  soil, groundwater  treatment  and
      asbestos abatement.   The solid waste management  services segment offers
      storage,  collection, transfer,  transportation,  resource  recovery  and
      disposal of non-hazardous waste.   

           During  March 1993,  the initial  public offering  of  the Company's
      subsidiary, TransCor,  became  effective.    The  offering  consisted  of
      1,000,000 shares  of TransCor's  common stock,  at a  price of  $5.00 per
      share.   This  offering resulted  in  the Company  owning 74  percent  of
      TransCor.<PAGE>


      Results of Operations

           The following table  sets forth  for the periods  indicated (i)  the
      percentage of net revenue  represented by certain items in  the financial
      statements of the  Company, and (ii) the percentage change  in the dollar
      amount of such items from period to period.
      <TABLE>
      <CAPTION>

                                                                            Percentage
                                        Percentage of Net Revenue      Increase (Decrease)
                                         Year Ended December 31,     Year ended December 31,
                                       ---------------------------   -----------------------
                                       <C>       <C>       <C>       <C>         <C>
       <S>                                                            1995 vs.     1994 vs.
                                         1993      1994      1995       1994         1993   
                                       -------   -------   -------   ----------  ----------
       Gross revenue . . . . . . . .    108.0%    113.4%    116.7%       15.1%        15.7% 
       Outside services  . . . . . .      8.0%     13.4%     16.7%       39.6%        83.8% 
                                       -------   -------   -------
       Net revenue . . . . . . . . .    100.0%    100.0%    100.0%       11.8%        10.3% 
       Cost of revenue earned  . . .     82.6%     85.8%     81.2%        5.8%        14.5% 
                                       -------   -------   -------
       Gross profit  . . . . . . . .     17.4%     14.2%     18.8%       48.2%        (9.9%)
       Selling, general and                                          
          administrative expense . .     12.6%     11.1%     14.0%       41.5%        (3.4%)
                                       -------   -------   -------
       Operating income  . . . . . .      4.7%      3.1%      4.8%       84.8%       (27.2%)
       Non-operating gain  . . . . .      1.1%      0.0%      0.0%        0.0%      (100.0%)
       Minority interest in net                                      
          income of subsidiary . . .     (0.3%)     0.0%     (.03%)     469.6%         0.0% 
       Interest expense, net . . . .     (1.4%)    (1.3%)    (1.5%)      31.6%         1.3% 
                                       -------   -------   -------
       Income before provision for                                   
          income taxes . . . . . . .      4.1%      1.8%      3.0%       84.8%       (52.0%)
       Provision for income taxes  .      1.8%      0.9%      1.6%             
                                       -------   -------   -------
       Net income  . . . . . . . .        2.3%      0.9%      1.4%       68.5%       (54.5%)
                                       =======   =======   =======   
       </TABLE>

       Year Ended December 31, 1995, Compared to Year Ended December 31, 1994

           During the year ended December 31, 1995, net revenue increased by 12
      percent to $95,426,000 from  $85,353,000 for the year ended  December 31,
      1994.   The  increase in  revenue associated  with the  Company's utility
      contracting services  ($14,329,000 increase in net  revenue) is primarily
      due to the Company's change in focus towards non-environmental projects. 
      The  increase  in revenue  associated  with  the  Company's  solid  waste
      management services ($10,887,000  increase in net  revenue) is  primarily
      due to the commencement of two municipal contracts during October 1995 to
      provide  residential  collection  services.    The  decrease  in  revenue
      associated with the Company's industrial demolition services ($11,911,000
      decrease  in net revenue)  is due to  the completion of  a major contract
      during  1994.   The  decrease in  revenue  associated with  the Company's
      asbestos abatement services (1,751,000 decrease in net revenue) is due to
      the Company deemphasizing these services and only performing this work in
      conjunction with the Company's other environmental demolition activities.
      The impact of price increases on net revenue is less than one percent.<PAGE>

           Outside   services,  which   primarily   consist   of  payments   to
      subcontractors,  increased as a percentage of net revenue from 13 percent
      during the year ended December 31, 1994, to 17 percent during 1995.   The
      Company will use  the services of a subcontractor when it determines that
      an  economic  opportunity  exists  regarding  internally   providing  the
      services.    The Company  utilized the  services  of subcontractors  to a
      greater  extent  during  1995 than  1994  in  order  to meet  established
      minority requirements on  certain municipal contracts.

           Cost of revenue earned  increased to $77,466,000 for the  year ended
      December  31, 1995, from $73,235,000  for the comparable  period of 1994.
      As a  result,  gross profit  during  the year  ended December  31,  1995,
      increased to $17,960,000 (19 percent of net revenue) from $12,117,000 (14
      percent of net revenue) in 1994.   The increase in the dollar amount  and
      percentage of gross profit primarily is associated with the growth of the
      Company's  utility contracting ($2,963,000 increase in gross profit)  and
      solid waste management  services ($3,751,000 increase  in gross  profit).
      The  dollar  and percentage  increase in  gross  profit from  solid waste
      management services is directly related to the increase in industrial and
      commercial  solid  waste services,  which  have  historically had  higher
      profit  margins  than   the  Company's  other   solid  waste   management
      operations.   This increase  offsets certain  decreases in the  Company's
      industrial demolition services  ($959,000 decrease in  gross profit)  and
      asbestos abatement services ($228,000 decrease in gross profit).

           During 1995, selling, general and administrative  expenses increased
      to $13,364,000 (14 percent of net revenue) from $9,447,000 (11 percent of
      net  revenue) for the year ended December  31, 1994.  The dollar increase
      in   selling,  general,   and   administrative   expenses  primarily   is
      attributable to  increased overhead  costs, such as  office salaries  and
      marketing costs,  associated  with  higher levels  of  operations.    The
      percentage  increase in  selling,  general  and  administrative  expenses
      primarily  is associated  with the  growth of  the Company's  solid waste
      management  operations, which  has  an  overhead  structure equal  to  16
      percent  of its net revenue.   These services  have historically operated
      with a higher overhead structure than the Company's specialty contracting
      operations, which has  an overhead structure equal  to 13 percent  of its
      net revenue.

           As  a  result  of  the  foregoing,  operating  income  increased  to
      $4,596,000 (5 percent of net revenue) during the year ended December  31,
      1995, from $2,760,000 (3 percent  of net revenue) during the  same period
      in 1994.

           Minority  interest in  net  income of  the  TransCor subsidiary  was
      $345,000 for the  year ended December  31, 1995, compared to  $61,000 for
      the year ended December 31, 1994.  The minority interest in net income of
      such subsidiary reflects approximately 26 percent of TransCor's  earnings
      as a result of the March 25, 1993, initial public  offering of TransCor's
      common  stock.   The  increase in  TransCor's  earnings between  years is
      attributable to the higher  profit margins earned on certain  solid waste
      management services.<PAGE>

           Net interest expense increased to $1,418,000 from $1,077,000,  which
      corresponds with the  increase in the  interest-bearing debt  outstanding
      between periods.

           The Company's effective tax rate was 52.6 percent for the year ended
      December 31,  1995, compared to a  tax rate of 48.0 percent  for the year
      ended  December 31,  1994.  The  increase in  the effective  tax rate was
      primarily due to higher  state income taxes  and additional taxes on  the
      income of TransCor.

           As a result of the foregoing, net income for the year ended December
      31,  1995, was $1,343,000  (1 percent of  net revenue) compared  to a net
      income  of $797,000 (less than 1 percent  of net revenue) during the same
      period in 1994.

      Year Ended December 31, 1994, Compared to Year Ended December 31, 1993

           During the year ended December 31, 1994, net revenue increased by 10
      percent to $85,353,000 from  $77,405,000 for the year ended  December 31,
      1993.   The  increase primarily  is due  to the  growth of  the Company's
      utility contracting services ($10,700,000 increase in net revenue) and to
      the continued  growth of  the Company's  solid waste management  services
      ($4,098,000  increase in  net revenue).   This  increase offsets  certain
      decreases  in  the Company's  industrial demolition  services ($2,789,000
      decrease  in  net  revenue)  and  hazardous  waste  services  ($2,729,000
      decrease in net revenue).

           Outside   services,  which   primarily   consist  of   payments   to
      subcontractors, increased as a  percentage of net revenue from  8 percent
      during the year ended December  31, 1993, to 13 percent during 1994.  The
      Company will  use the services of a subcontractor when it determines that
      an economic opportunity  exists with regards to  internally providing the
      services.

           Cost of revenue earned  increased to $73,235,000 for the  year ended
      December  31, 1994, from $63,959,000  for the comparable  period of 1993.
      As  a result,  gross profit  during  the year  ended  December 31,  1994,
      decreased to $12,117,000 (14 percent of net revenue) from $13,496,000 (17
      percent of  net revenue) in 1993.  The decrease in gross profit primarily
      is  associated with losses on two utility contracting projects during the
      fourth quarter of  1994 that failed to perform  to the Company's original
      projections  and  lower  profit  margins earned  on  certain  solid waste
      management  services.  The percentage decrease in gross profit from solid
      waste  management  services  is  directly  related  to  the  increase  in
      residential  collection  operations, which  have  historically  had lower
      profit margins due to higher labor costs, than the Company's  other solid
      waste management operations.

           During 1994, selling, general and administrative expenses  decreased
      to $9,447,000 (11 percent of net revenue)  from $9,780,000 (13 percent of
      net  revenue)  for the  year ended  December 31,  1993.   The  dollar and
      percentage decreases were primarily a result of consolidation of  certain
      field  offices  and   the  corresponding  reduction   of  the   Company's
      administrative functions.<PAGE>

           As  a  result  of  the  foregoing,  operating  income  decreased  to
      $2,760,000 (3 percent of net revenue) during the year ended  December 31,
      1994, from $3,666,000 (5  percent of net revenue) during  the same period
      in 1993.

           Minority interest  in  net income  of  the TransCor  subsidiary  was
      $61,000 for  the year ended  December 31, 1994, compared  to $287,000 for
      the year ended December 31, 1993.  The minority interest in net income of
      such subsidiary reflects approximately 26 percent of TransCor's  earnings
      as a result of the March 25, 1993, initial public  offering of TransCor's
      common  stock.   The  decrease in  TransCor's  earnings between  years is
      attributable  to the lower profit  margins earned on  certain solid waste
      management  services and  to the effects  of a  fire at  its Jacksonville
      facility.

           Net   interest  expense   increased  slightly  to   $1,077,000  from
      $1,063,000.   The average amount of interest-bearing debt outstanding was
      consistent between periods.

           The Company's effective tax rate was 48.0 percent for the year ended
      December 31, 1994,  compared to a tax rate  of 45.2 percent for  the year
      ended  December 31,  1993.  The  increase in  the effective  tax rate was
      primarily  due to higher  state income taxes and  additional taxes on the
      income of TransCor.

           As a result of the foregoing, net income for the year ended December
      31, 1994, was $797,000 (less than 1 percent of net revenue) compared to a
      net  income  of $1,753,000  (2 percent  of net  revenue) during  the same
      period in 1993.

      Liquidity and Capital Resources

           Cash  provided by operating  activities was  $2,145,000, $3,884,000,
      and  $5,793,000 in 1993,  1994, and  1995, respectively.   For  1995, the
      increase in cash provided by operating activities is due primarily to the
      increase  in   net  income,  plus   the  increase  in   depreciation  and
      amortization, net of changes in certain  operating assets and liabilities
      (primarily  costs  and  estimated  earnings  in  excess  of  billings  on
      uncompleted contracts,  accounts payable,  and  accrued expenses).    For
      1994,  the increase  in  cash provided  by  operating activities  is  due
      primarily to cash provided by net income plus the effect of  depreciation
      and  amortization,  net  of  changes  in  certain  operating  assets  and
      liabilities (primarily accounts receivable, accounts payable, and accrued
      expenses).   For  1993,  the cash  provided  by operating  activities  of
      $2,145,000 is  due  primarily to  cash provided  by net  income plus  the
      effect  of  depreciation  and amortization,  net  of  changes in  certain
      operating assets and liabilities (primarily costs and estimated  earnings
      on uncompleted contracts, accounts receivable, and accounts payable).  

           The Company had cash requirements related to capital expenditures of
      $4,574,000,  $5,804,000,  and  $16,277,000  in  1993,  1994,  and   1995,
      respectively.     These  expenditures  were  primarily   related  to  the
      acquisition of  equipment  associated  with  the  Company's  solid  waste
      management and utility contracting operations.   During 1995, the Company
      acquired approximately $7,000,000  of equipment for  the commencement  of
      two  municipal   solid  waste  management  contracts.     Future  capital
      expenditures will be financed by available cash resources, cash flow from
      operations and available credit resources, as needed.<PAGE>


           The Company is subject  to a variety of restrictive  covenants under
      various debt  agreements with one of its  institutional lenders.  In 1995
      the   Company  failed  to  meet  the  consolidated  tangible  net  worth,
      consolidated debt service  coverage ratio and net income requirement with
      regards to its bank debt.  As of December 31,  1995, the Company obtained
      waivers for these covenants and may be required to obtain similar waivers
      for certain  covenants in 1996.   The Company  has obtained  the personal
      guarantee  of  Mr. Francis  M. Williams  should  waivers not  be obtained
      during  1996 and the lender  accelerates the maturities  of the Revolving
      Term Bank Line  of Credit, Bank  Note Payable, and  Mortgage Note on  the
      corporate  office.  This guarantee  provides that Mr.  Williams will lend
      the necessary  funds to the Company, or arrange for the Company to borrow
      a similar  amount under similar terms and  maturities so that the Company
      is not required  to pay any principal payments during  1996 more than the
      regularly  scheduled  maturities.    Any  inability  to  achieve   future
      compliance with the loan  covenants could affect the Company's  access to
      further borrowings or  require it  to secure additional  equity by  other
      means.  

           The Company's  ratio of total debt  to total equity was  1.83 : 1.00
      and 2.41  :  1.00 at  December  31, 1994  and  1995, respectively.    The
      increase in total debt is primarily due to an increase in equipment loans
      associated with the capital expenditures required for the commencement of
      two municipal solid waste management contracts.

           As of December  31, 1995, the Company has borrowed $3,293,000 of its
      revolving  term bank line of credit, with $1,707,000 available for future
      borrowings.  Current  financial  resources  and  anticipated  funds  from
      operations  are expected to be adequate  to meet cash requirements in the
      year ahead and the foreseeable future.  At December 31, 1995, the Company
      had cash of $1,160,000.

           During the years  ended December  31, 1994 and  1995, the  Company's
      average contract and  trade receivables  were outstanding for  80 and  71
      days, respectively.   Both averages  were based on  fourth quarter  gross
      revenue  annualized  and   compared  to  year  end   contract  and  trade
      receivables.  The reduction in the number of days outstanding is a result
      of the Company's  collection efforts in an attempt to  control cash flow.
      The Company anticipates sustaining  this rate of collection for  the year
      ended December  31, 1996.   Management believes that  the number  of days
      outstanding for its receivables approximates industry norms.  Part of the
      Company's  contracting  operations is  subcontracted,  and  any delay  in
      collections of  receivables relating to primary  contracts will generally
      result in a delay of payment to subcontractors.  

           Mr. Francis M.  Williams is  the sole shareholder  of the  corporate
      general partner  and the sole  limited partner  of Sunshadow  Apartments,
      Ltd.,  and Summerbreeze Apartments, Ltd., two Florida real estate limited
      partnerships (collectively,  the "Apartments").   On  June 30, 1993,  the
      Company, Citicorp Real Estate, Inc. ("Citicorp"), the Apartments, and Mr.
      Williams entered into a settlement and note renewal agreement whereby the
      Chapter  11  bankruptcy  filings  with  respect  to  the  Apartments were
      voluntarily  dismissed.  In accordance  with the terms  of the settlement
      agreement,  $3,638,696 of  the accounts  receivable -  affiliates balance
      recorded  by the Company was converted into  a note receivable.  The note
      receivable  originally accrued  interest  at prime  plus  1 3/8  percent,
      increasing to  prime plus 2 percent  on July 1, 1995,  with principal and<PAGE>

      interest payable in monthly  installments through December 31,  1998, and
      is  guaranteed by  Mr. Williams.   Amounts due  from the  partnerships at
      December  31, 1994 and 1995, are approximately $3,588,000 and $3,851,000,
      respectively.  

           At  December  31,   1994  and  1995,   $4,937,000  and   $5,301,000,
      respectively, of the contract and trade - affiliates balance  is due from
      corporate  affiliates  of  the  Company's  president.    The   affiliated
      receivables relate to  contract services performed and  are guaranteed by
      Mr. Williams.

           During March 1993, the Company's solid waste management  subsidiary,
      TransCor Waste Services,  Inc., completed an  initial public offering  of
      1,000,000 shares, at  a public offering price of $5.00  per share, of its
      common stock, thereby decreasing the Company's percentage of ownership of
      such subsidiary to approximately 74 percent.

           Historically, the  Company has obtained bonding  coverage in amounts
      up to $8.5 million for environmental projects.  However, the Company  has
      experienced difficulties in obtaining  bonding coverage for environmental
      projects  more  than this  amount.   Although  each project  has  its own
      distinct and separate bond requirements, the Company may be unable to bid
      on projects competitively that require a bond more than $8.5 million.

           At  December 31, 1995, the  Company had no  material commitments for
      capital expenditures.

           See  Note 18 of Notes  to Consolidated Financial  Statements for the
      Company's business segment information.

      Effects of Change in Method of Accounting

           In  March  1995, the  Financial  Accounting  Standards Board  issued
      Statement  of Financial  Accounting Standards No.  121 ("SFAS  No. 121"),
      "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
      to be Disposed Of,"  which is effective for fiscal  years beginning after
      December 15, 1995.   This statement establishes financial  accounting and
      reporting  standards for  the  effects of  potential impairment  and what
      disclosures are necessary in the financial statements.  Effective January
      1,  1995, the  Company adopted  SFAS No.  121.   There was  no cumulative
      effect of that accounting change on operations, nor did the change affect
      income for 1995.

      Effect of Inflation

           Inflation has  not had,  and  is not  expected to  have, a  material
      impact upon the Company's operations.<PAGE>

      Quarterly Results of Operations

           The  following is a summary  of the quarterly  results of operations
      for the  years ended December 31, 1994 and 1995.   The per share data has
      been adjusted to reflect the reverse stock split on a retroactive basis.

                                      March 31   June 30   Sept. 30  Dec. 31 
                                      --------  --------  ---------  --------
                                       (In thousands, except per share data)
       Year ended 
          December 31, 1994:
       Gross revenue . . . . . . . .  $20,810   $ 26,801  $ 24,678   $24,466 
       Net revenue . . . . . . . . .   18,837     23,467    22,022    21,027 
       Gross profit  . . . . . . . .    3,113      3,987     3,392     1,625 
       Net income (loss) . . . . . .      377        519       347      (445)
                                                          
       Per share data:                                    
          Income (loss) per share  .  $   .09   $    .12  $    .09   $  (.09)
                              
       Year ended                                        
          December 31, 1995:
       Gross revenue . . . . . . . .  $25,750   $ 25,468  $ 29,808   $30,320 
       Net revenue . . . . . . . . .   21,045     22,893    25,171    26,317 
       Gross profit  . . . . . . . .    4,335      4,036     5,178     4,411 
       Net income (loss) . . . . . .      663        224       562      (106)
                                                          
       Per share data:                                    
          Income (loss) per share  .  $   .15   $    .06  $    .12   $  (.03)<PAGE>

      Item 8.  Financial Statements and Supplementary Data


                                    KIMMINS CORP.
                          INDEX TO FINANCIAL STATEMENTS AND 
                             FINANCIAL STATEMENT SCHEDULE

                                                                           Page
                                                                           ----

      Report of Independent Certified Public Accountants  . . . . . . . . .  17

      Consolidated balance sheets at December 31, 1994 and 1995 . . . . . .  18

      Consolidated statements of operations for each of the three years
      in the period ended December 31, 1995 . . . . . . . . . . . . . . . .  20

      Consolidated statements of stockholders' equity for each of the 
      three years in the period ended December 31, 1995 . . . . . . . . . .  21

      Consolidated statements of cash flows for each of the three years 
      in the period ended December 31, 1995 . . . . . . . . . . . . . . . .  22

      Notes to consolidated financial statements  . . . . . . . . . . . . .  24

      Financial statement schedule:

         Schedule II - Valuation and qualifying accounts  . . . . . . . . . S-1



      All other schedules  are omitted  since the required  information is  not
      present  in amounts sufficient to  require submission of  the schedule or
      because the information required is included in the financial  statements
      and notes thereto.<PAGE>




                  REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




      The Board of Directors and Stockholders
      Kimmins Corp.


           We have  audited the  accompanying  consolidated balance  sheets  of
      Kimmins Corp. (f/k/a/ Kimmins Environmental Service Corp.) as of December
      31, 1994 and 1995, and the related consolidated statements of operations,
      stockholders'  equity, and cash flows for each  of the three years in the
      period ended December 31,  1995.  Our audits also included  the financial
      statement schedule  listed in the  index at Item 14(a).   These financial
      statements  and   schedule  are  the  responsibility   of  the  Company's
      management.    Our  responsibility is  to  express  an  opinion on  these
      financial statements and the schedule based on our audits.

           We conducted  our  audits  in  accordance  with  generally  accepted
      auditing standards.  Those standards require that we plan and perform the
      audit  to  obtain  reasonable  assurance  about  whether  the   financial
      statements  are  free  of  material  misstatement.    An  audit  includes
      examining,  on  a  test  basis,   evidence  supporting  the  amounts  and
      disclosures  in  the  financial  statements.    An  audit  also  includes
      assessing the  accounting principles used and  significant estimates made
      by  management, as  well as  evaluating  the overall  financial statement
      presentation.   We believe that our audits provide a reasonable basis for
      our opinion.

           In our opinion,  the consolidated financial  statements referred  to
      above  present  fairly,  in  all  material  respects,  the   consolidated
      financial  position of Kimmins Corp.  at December 31,  1994 and 1995, and
      the consolidated results of its operations and its cash flows for each of
      the three years in the period ended December 31, 1995, in conformity with
      generally  accepted accounting  principles.   Also,  in our  opinion, the
      related financial statement  schedule, when considered in relation to the
      basic  financial  statements taken  as a  whole,  presents fairly  in all
      material respects the information set forth therein.




                                                              ERNST & YOUNG LLP




      Tampa, Florida
      March 8, 1996<PAGE>

                                    KIMMINS CORP.

                             CONSOLIDATED BALANCE SHEETS

                                        ASSETS

                                                         December 31,        
                                                 ---------------------------
                                                      1994           1995    
                                                 -------------  -------------
      Current assets:                            
         Cash . . . . . . . . . . . . . . . . .  $     479,106  $  1,160,463 
         Accounts receivable:                                                
           Contract and trade . . . . . . . . .     22,081,973    22,152,197 
           Other receivables - affiliates . . .      1,464,369     1,903,832 
         Note receivable - affiliate  . . . . .         54,167        56,667 
         Costs and estimated earnings in excess  
           of billings on uncompleted            
           contracts  . . . . . . . . . . . . .     10,166,227    15,378,178 
         Income tax refund receivable . . . . .        679,538     1,050,625 
         Deferred income tax  . . . . . . . . .          -           742,130 
         Other current assets . . . . . . . . .      1,274,469     1,673,100 
                                                 -------------  -------------
           Total current assets . . . . . . . .     36,199,849    44,117,192 
                                                 -------------  -------------
      Property and equipment, net . . . . . . .     26,815,429    37,592,661 
      Intangible assets . . . . . . . . . . . .          -           785,175 
      Accounts receivable - affiliates  . . . .      1,349,058     1,450,716 
      Note receivable - affiliate . . . . . . .      3,533,696     3,794,060 
      Term note from affiliate (including        
         accrued interest of $51,983 and                       
         $506,755 at December 31, 1994 and                                   
         1995, respectively)  . . . . . . . . .      4,343,032     4,797,804 
      Other assets  . . . . . . . . . . . . . .        447,716     1,090,942 
                                                 -------------  -------------
                                                 $  72,688,780  $ 93,628,550 
                                                 =============  =============












                               See accompanying notes.<PAGE>



                                    KIMMINS CORP.

                             CONSOLIDATED BALANCE SHEETS

                         LIABILITIES AND STOCKHOLDERS' EQUITY

                                                         December 31,        
                                                 ---------------------------
                                                      1994           1995    
                                                 -------------  -------------
      Current liabilities:                       
         Accounts payable - trade . . . . . . .  $  13,303,408  $ 17,358,270 
         Deferred income taxes  . . . . . . . .         73,708         -     
         Accrued expenses . . . . . . . . . . .      3,473,775     7,049,132 
         Billings in excess of costs and         
           estimated earnings on                 
           uncompleted contracts  . . . . . . .      1,375,548       606,614 
         Current portion of long-term debt  . .      6,168,006     7,074,857 
         Current portion of Employee Stock       
           Ownership Plan Trust debt  . . . . .        600,000       480,000 
                                                 -------------  -------------
           Total current liabilities  . . . . .     24,994,445    32,568,873 
                                                 -------------  -------------
      Long-term debt  . . . . . . . . . . . . .     14,632,115    24,619,969 
      Employee Stock Ownership                   
         Plan Trust debt  . . . . . . . . . . .      2,400,000     1,920,000 
      Deferred income taxes . . . . . . . . . .      2,914,597     4,559,531 
      Minority interest in subsidiary . . . . .      3,233,421     3,578,741 
      Commitments and contingencies (Note 15) .          -             -     
      Stockholders' equity:                      
         Preferred stock, $.001 par value;       
           1,000,000 shares authorized, none     
           issued and outstanding . . . . . . .          -             -     
         Common stock, $.001 par value;          
           32,500,000 shares authorized; shares  
           issued and outstanding 4,442,997 in   
           1994 and 4,447,397 in 1995 . . . . .          4,443         4,447 
         Class B common stock, $.001 par value;  
           10,000,000 shares authorized,         
           2,291,569 shares issued and           
           outstanding  . . . . . . . . . . . .          2,292         2,292 
         Capital in excess of par value . . . .     18,710,378    18,730,173 
         Retained earnings  . . . . . . . . . .      8,569,023     9,911,606 
         Unearned employee compensation from     
           Employee Stock Ownership                 (2,771,934)   (2,267,082)
           Plan Trust . . . . . . . . . . . . .  -------------  -------------
           Total stockholders' equity . . . . .     24,514,202    26,381,436 
                                                 -------------  -------------
                                                 $  72,688,780  $ 93,628,550 
                                                 =============  =============

                               See accompanying notes.<PAGE>

                                    KIMMINS CORP.

                        CONSOLIDATED STATEMENTS OF OPERATIONS


                                             Years ended December 31,         
                                     -----------------------------------------
                                         1993          1994           1995    
                                     ------------  ------------  ------------
      Revenue:                                     
         Gross revenue  . . . . . .  $83,608,764   $ 96,755,001  $111,346,075 
         Outside services, at cost    (6,203,454)   (11,402,286)  (15,919,816)
                                     ------------  ------------  ------------
         Net revenue  . . . . . . .   77,405,310     85,352,715    95,426,259 
      Costs and expenses:                          
         Cost of revenue earned . .   63,959,362     73,235,439    77,465,818 
         Selling, general and                      
           administrative                          
           expenses . . . . . . . .    9,779,815      9,447,064    13,364,168 
                                     ------------  ------------  ------------
      Operating income  . . . . . .    3,666,133      2,670,212     4,596,273 
      Non-operating gain relating                  
         to the public offering of                 
         subsidiary . . . . . . . .      879,797          -             -     
      Minority interest in net                     
         income of subsidiary . . .     (286,519)       (60,624)     (345,320)
      Interest expense (net of                     
         interest income from                      
         affiliates of approximately               
         $848,000, $1,060,000, and                 
         $1,005,000 for the years                  
         ended December 31, 1993,                  
         1994, and 1995,                           
         respectively)  . . . . . .   (1,063,201)    (1,076,911)   (1,417,802)
                                     ------------  ------------  ------------
      Income before provision for                  
         income taxes . . . . . . .    3,196,210      1,532,677     2,833,151 
      Provision for income taxes:                  
         Current  . . . . . . . . .      360,107        650,788       661,472 
         Deferred . . . . . . . . .    1,083,440         84,897       829,096 
                                     ------------  ------------  ------------
                                       1,443,547        735,685     1,490,568 
                                     ------------  ------------  ------------
      Net income  . . . . . . . . .  $ 1,752,663   $    796,992  $  1,342,583 
                                     ============  ============  ============
      PER SHARE DATA:                              
         Income per share . . . . .  $       .39   $        .18  $        .30 
                                     ============  ============  ============
         Weighted average number of                
           shares outstanding used                 
           in computation . . . . .    4,442,997      4,442,997     4,544,180 
                                     ============  ============  ============




                               See accompanying notes.<PAGE>

                                    KIMMINS CORP.

                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                    YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
      <TABLE>
      <CAPTION>
                                                                                                    Unearned
                                                                                                    Employee
                                                                                                  Compensation
                                                                                                      from
                                                             Class B       Capital                  Employee
                                     Common Stock         Common Stock       in                      Stock         Total
                                 -------------------- ------------------- Excess of    Retained    Ownership   Stockholder's
                                    Shares    Amount     Shares   Amount  Par Value    Earnings    Plan Trust     Equity    
                                 ----------- -------- ----------- ------- ----------- ---------- ------------- -------------
          <S>                    <C>          <C>     <C>         <C>      <C>         <C>       <C>           <C>          
          Balance at                                                                                                        
             January 1, 1993  .  13,328,992  $13,329   6,874,706  $6,875  $18,696,909 $6,019,368 $ (3,953,159) $  20,783,322
                                                                                                                            
          Effect of reverse                                                                                                 
             stock split    . .  (8,885,995)  (8,886) (4,583,137) (4,583)      13,469      -            -              -    
                                                                                                                            
          Employee compensation                                                                                             
             from Employee Stock                                                                                            
             Ownership Trust  .        -          -          -        -           -        -          565,568        565,568
                                                                                                                            
          Net income  . . . . .        -          -          -        -           -    1,752,663        -          1,752,663
                                 ----------- -------- ----------- ------- ----------- ---------- ------------- -------------
                                                                                                                            
          Balance at                                                                                                        
             December 31, 1993    4,442,997    4,443   2,291,569   2,292   18,710,378  7,772,031   (3,387,591)    23,101,553
                                                                                                                            
          Employee compensation                                                                                             
             from Employee Stock                                                                                            
             Ownership Trust  .        -          -          -        -            -       -          615,657        615,657
                                                                                                                            
          Net income  . . . . .        -          -          -        -            -     796,992        -            796,992
                                 ----------- -------- ----------- ------- ----------- ---------- ------------- -------------
                                                                                                                            
          Balance at                                                                                                        
             December 31, 1994     4,442,997   4,443   2,291,569   2,292   18,710,378  8,569,023   (2,771,934)    24,514,202
                                                                                                                            
          Stock options                4,400       4        -         -        19,795      -            -              9,799
              exercised   . . .                                                                                             
                                                                                                                            
          Employee compensation                                                                                             
             from Employee Stock                                                                                            
             Ownership Trust  .        -          -          -        -           -        -          504,852        504,852
                                                                                                                            
          Net income  . . . . .        -          -          -        -           -    1,342,583        -          1,342,583
                                 ----------- -------- ----------- ------- ----------- ---------- ------------- -------------
          Balance at                                                                                                        
             December 31, 1995     4,447,397 $ 4,447   2,291,569  $2,292  $18,730,173 $9,911,606 $ (2,267,082) $  26,381,436
                                 =========== ======== =========== ======= =========== ========== ============= =============
                                    
          </TABLE>









                                               See accompanying notes.<PAGE>


                                   KIMMINS CORP.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                             INCREASE (DECREASE) IN CASH


                                             Years ended December 31,
                                     ----------------------------------------- 
                                       
                                         1993          1994           1995
                                     ------------  ------------  ------------ 
                                                                  
      Cash flows from operating                    
      activities:                                  
         Net income . . . . . . . .  $ 1,752,663   $    796,992  $  1,342,583 
         Adjustments to reconcile                  
           net income to net cash                  
           provided by operating                   
           activities:                             
              Depreciation and                     
                amortization  . . .    3,681,120      3,890,325     4,104,383 
              Provision for                        
                uncollectible                      
                accounts                           
                receivable  . . . .      961,325        495,375       404,455 
              Minority interest in                 
                income of                          
                subsidiary  . . . .      286,519         60,624       345,320 
              (Gain) loss on                       
                disposal of                        
                property and                       
                equipment . . . . .        6,940        407,325      (241,034)
              Accrued interest on                  
                term note/surplus                  
                debenture . . . . .     (117,361)        65,378      (454,772)
              Deferred income taxes    1,083,440         84,897       829,096 
              Unearned employee                    
                compensation from                  
                Employee Stock                     
                Ownership Plan                     
                Trust . . . . . . .      565,568        615,657       504,852 
              Gain from sale of                    
                subsidiary's common                
                stock . . . . . . .     (879,797)         -             -     
                                                   
                                                   
                                     


       





                               See accompanying notes.<PAGE>

                                    KIMMINS CORP.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                             INCREASE (DECREASE) IN CASH
                                     (continued)


                                             Years ended December 31,
                                     ----------------------------------------- 
                                       
                                         1993          1994           1995
                                     ------------  ------------  ------------
                                       
              Changes in operating                 
                assets and                         
                liabilities:                       
                   Accounts                        
                     receivable . .    3,541,902     (4,518,539)   (1,278,664)
                Costs and estimated                
                   earnings in                     
                   excess of                       
                   billings on                     
                   uncompleted                     
                   contracts  . . .   (4,837,773)      (388,478)   (5,211,951)
                Income tax refund                  
                   receivable . . .     (606,003)       253,963      (371,087)
                Other assets  . . .     (433,785)        32,788    (1,041,857)
                Accounts payable  .   (2,073,920)       823,160     4,054,862 
                Accrued expenses  .     (379,563)       920,094     3,575,357 
                Billings in excess                 
                   of costs and                    
                   estimated                       
                   earnings on                     
                   uncompleted                     
                   contracts  . . .     (405,858)       344,836      (768,934)
                                     ------------  ------------  ------------
                Total adjustments .      392,754      3,087,405     4,450,026 
                                     ------------  ------------  ------------
      Net cash provided by                         
         operating activities . . .    2,145,417      3,884,397     5,792,609 
                                     ------------  ------------  ------------













                               See accompanying notes.<PAGE>

                                    KIMMINS CORP.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                             INCREASE (DECREASE) IN CASH
                                     (continued)


                                             Years ended December 31,         
                                     ---------------------------------------
                                         1993          1994           1995    
                                     ------------  ------------  ----------
      Cash flows from investing                    
      activities:                                  
         Capital expenditures                                                 
           including $2,267,000 of                 
           business acquisitions                                 (16,277,379)
           during 1995  . . . . . .   (4,574,263)    (5,803,781)
         Proceeds from sale of                     
           property and                                               851,623 
           equipment  . . . . . . .      318,100      1,017,482  ------------
                                     ------------  ------------
      Net cash used by investing                                              
         activities . . . . . . . .   (4,256,163)    (4,786,299) (15,425,756)
                                     ------------  ------------  ------------ 
      Cash flows from financing                    
         activities:                               
           Proceeds from long-term                 
              debt  . . . . . . . .    7,094,085     16,604,165    19,611,436 
           Repayments of long-term                              
              debt  . . . . . . . .   (8,447,818)  (17,153,585)    (8,716,731)
           Repayments of Employee                  
              Stock Ownership Plan                     (600,000)     (600,000)
              Trust debt  . . . . .     (550,000)  
           Proceeds from                           
              subsidiary's issuance                
              of its common stock .    3,766,075          -             -     
           Proceeds from stock                     
              options . . . . . . .        -              -            19,799 
                                     ------------  ------------  ------------
      Net cash provided (used) by                  
         financing activities . . .    1,862,342     (1,149,420)   10,314,504 
                                     ------------  ------------  ------------
      Net increase (decrease)                      
         in cash  . . . . . . . . .     (248,404)    (2,051,322)      681,357 
                                                   
      Cash, beginning of year . . .    2,778,832      2,530,428       479,106 
                                     ------------  ------------  ------------
      Cash, end of year . . . . . .  $ 2,530,428   $    479,106  $  1,160,463 
                                     ============  ============  ============
      




                               See accompanying notes.<PAGE>


                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      1.   Organization and summary of significant accounting policies

           Organization -  Kimmins Corp.  (f/k/a Kimmins  Environmental Service
      Corp.) ("Kimmins") and its subsidiaries (collectively, the "Company")  is
      a solid waste management and specialty  contracting company that provides
      a full  range of solid  waste handling, demolition,  and project-oriented
      services.  The Company provides specialty contracting services  including
      infrastructure  development,  underground  construction,  roadwork,  site
      remediation services such as mobile incineration; excavation, removal and
      disposal of contaminated soil; facilities demolition and dismantling; and
      asbestos abatement.

           Reverse  stock split - During  October 1995, the  Board of Directors
      declared  a  one-for-three reverse  stock split  of the  Company's common
      stock and Class B  common stock.  All share and  per share information in
      the  consolidated financial statements  has been adjusted  to reflect the
      reverse stock split on a retroactive basis.

           Principles of consolidation - The  consolidated financial statements
      include the accounts of Kimmins and its subsidiaries, including  TransCor
      Waste Services,  Inc. ("TransCor"), a  74 percent owned  subsidiary after
      March 25, 1993 (see Note 2).  All material intercompany transactions have
      been eliminated.

           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.

           Intangible  assets -  Intangible assets  consist principally  of the
      excess  of costs over fair market value of the net assets of the acquired
      solid waste management business, which are being amortized on a straight-
      line basis over  twenty years,  and customer contracts,  which are  being
      amortized  on  a  straight-line  basis  over  five  years.    Accumulated
      amortization was $66,825 at December 31, 1995 (none during 1994).

           Income taxes - Income  taxes have been provided using  the liability
      method in  accordance with Financial Accounting  Standards Board ("FASB")
      Statement No. 109, "Accounting for Income Taxes."<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

           Revenue  recognition - Contracts generally range from 6 to 18 months
      in  duration,  and   earnings  from  contracting  operations   (including
      contracts  with  affiliates)  are   reported  under  the   percentage-of-
      completion  method  for  financial  statement  purposes.   The  estimated
      earnings for  each  contract  reflected  in  the  accompanying  financial
      statements represent  the percentage  of  estimated total  earnings  that
      costs  incurred to  date bear  to  estimated total  costs,  based on  the
      Company's current  estimates. 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.  Revenue  from  claims  against owners  and
      proceeds from  negotiated settlements are recognized  when realization is
      probable  and the  amount can  be reliably  estimated.   Outside services
      represent  subcontractor  costs  for  which  the  Company  is   typically
      reimbursed on a dollar-for-dollar basis. 

           Fees  arising from  services other  than contracting  activities are
      recognized when the negotiated services are provided.

           Stock  based compensation - The  Company grants stock  options for a
      fixed number of shares to  employees with an exercise price equal  to the
      fair  value of the shares at the date of grant.  The Company accounts for
      stock option  grants  in  accordance  with  Accounting  Principles  Board
      Opinion  No. 25,  "Accounting for  Stock Issued  to Employees"  ("APB No.
      25"), and, accordingly, recognizes no compensation expense for the  stock
      option grants.

           Earnings per share - Earnings per common share are computed based on
      the weighted average number of shares outstanding.  Any shares of Class B
      common stock that are  eligible for conversion (none for 1993,  1994, and
      1995) would  be included in the  computation of earnings per  share.  The
      effect of common stock equivalents is not material.

           Statements of cash flows - 

                                             Years ended December 31,         
                                     -----------------------------------------
                                         1993          1994           1995
                                     ------------  ------------  ------------

           Cash paid:                                              
              Interest  . . . . . .  $  1,881,000  $   2,007,000 $   2,423,000
              Income taxes  . . . .  $    642,000  $     499,000 $   1,453,000<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

           Accounting standard - In  March 1995, FASB issued Statement  No. 121
      ("SFAS No. 121"), "Accounting for the Impairment of Long-Lived Assets and
      for Long-Assets to be  Disposed Of," which requires impairment  losses to
      be  recorded on long-lived assets  used in operations  when indicators of
      impairment are present  and the  undisclosed cash flows  estimated to  be
      generated  by those  assets are  less than  the assets'  carrying amount.
      Statement  121 also addresses  the accounting for  long-lived assets that
      are  expected to be disposed of.   Effective January 1, 1995, the Company
      adopted SFAS No. 121.  There  was no cumulative effect of that accounting
      change on operations, nor did the change affect income for 1995.

           In  October 1995, the FASB issued Statement No. 123, ("Statement No.
      123")  "Accounting and  Disclosure  of Stock-Based  Compensation,"  which
      encourages but does not require companies to recognize stock awards based
      on their fair value at the date of grant.  The Company currently follows,
      and  expects  to  follow,  the  provisions  of  APB  No.  25 and  related
      interpretations  in accounting for its employee stock options.  Under APB
      No.  25, because  the  exercise price  of  the Company's  employee  stock
      options equals  the market price of  the underlying stock on  the date of
      grant,  no compensation expense is  recognized.  Although  the Company is
      permitted  to continue  to  follow the  provisions of  APB No.  25, under
      Statement  No.  123,  certain  pro  forma  disclosure  will  be  required
      beginning  in 1996 as if the Company  had accounted for its stock options
      under the Statement No. 123 fair value method.

      2.   Sale of common stock of subsidiary and business acquisition

           On  March 25, 1993, the  initial public offering  of the subsidiary,
      TransCor, became effective.   The offering consisted of  1,000,000 shares
      of TransCor's common  stock at $5 per  share.  The net  proceeds from the
      stock  offering  were received  on  April 2,  1993.   The  Company's 1993
      statement of operations includes  a gain of $879,797 resulting  from this
      transaction.    In  connection  with this  offering,  TransCor  issued  a
      convertible  subordinated term note  to Kimmins,  which is  eliminated in
      consolidation, that may  be converted into  400,652 shares of  TransCor's
      common stock.

         On  March 31, 1995,  Kimmins Recycling Corp., a wholly-owned subsidiary
      of TransCor  acquired certain assets  from County  Sanitation, Inc.,  for
      $2,267,000 relating  to  its solid  waste  management operations.    This
      acquisition  has  been   accounted  for  under  the  purchase  method  of
      accounting and, accordingly, the purchase price has been allocated to the
      assets acquired (approximately  $1,415,000) based on  the estimated  fair
      values at the date  of acquisition.   The purchase price associated  with
      the  acquisition  exceeded  the  net  assets  acquired  by  approximately
      $852,000, which was  assigned to intangible  assets, including  goodwill.
      The  operating  results associated  with  this  business acquisition  are
      included  in the Company's consolidated results  of operations from April
      1, 1995, to December 31, 1995.<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      2.   Sale of common stock of subsidiary and business acquisition
           (continued)

           The  pro forma unaudited results  of operations for  the years ended
      December  31,  1994  and   1995,  assuming  this  acquisition   had  been
      consummated as of January 1, 1994, are as follows:

                                                    Year ended December 31,  
                                                 ---------------------------
                                                      1994           1995    
                                                 -------------  -------------
           Revenue  . . . . . . . . . . . . . .  $ 100,475,000  $112,276,000 
           Net income . . . . . . . . . . . . .  $     817,000  $  1,348,000 
           Net income per common share  . . . .  $         .18  $        .30 
      
      3.   Related party transactions

           During 1993,  1994,  and 1995,  the Company  paid  landfill fees  of
      approximately $288,000, $28,000, and $88,000, respectively, to a  company
      that  is primarily owned by the brother  of the Company's president.  The
      amounts paid approximated  the fair market rate for  the type of services
      involved.

           The  Company's President  and  majority  stockholder  also  controls
      Cumberland Holdings,  Inc. ("CHI"),  a  property and  casualty  insurance
      company that provides  insurance for specialty  sureties and  performance
      and  payment bonds for contractors.  The Company has obtained through CHI
      performance and payment bonds in connection with certain of its contracts
      and projects.  The  fees that the Company paid for these services for the
      years  ended  December  31,  1993,  1994  and  1995,  were  approximately
      $116,000, $14,000 and $5,000, respectively  (see Footnote 7 of the  Notes
      to the Consolidated Financial Statements).<PAGE>

                                      KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      4.   Accounts receivable
                                                         December 31,        
                                                 ---------------------------
                                                      1994           1995    
                                                 -------------  -------------
           Contract and trade:                   
              Billed contract receivables:       
                Completed and uncompleted        
                   contracts  . . . . . . . . .  $  12,241,873  $ 12,919,805 
                Retainage . . . . . . . . . . .      5,407,372     3,916,769 
              Unbilled contract receivables . .          -           805,500 
                Trade receivables . . . . . . .      5,095,725     4,907,334 
                                                 -------------  -------------
                                                    22,744,970    22,549,408 
           Less allowance for doubtful           
              accounts  . . . . . . . . . . . .       (662,997)     (397,211)
                                                 ------------   -------------
                                                 $  22,081,973  $ 22,152,197 
                                                 =============  =============
           Contract and trade - affiliates:      
              Billed contract receivables . . .  $   1,349,058  $  1,767,747 
                                                 =============  =============

           All unbilled  receivables  relate  to  work  performed  or  material
      shipped  by  the balance  sheet  date  and  are  billed  as  soon  as  is
      administratively feasible.

           Accounts receivable  are  comprised  primarily  of  amounts  due  on
      specialty  contracting   contracts  and   from  solid   waste  management
      customers.   Credit is extended based on  an evaluation of the customer's
      financial condition.  Collateral is  generally not required; however, the
      Company can usually  file for a mechanic's lien to protect their interest
      in contract accounts  receivable.  Credit losses are provided  for in the
      financial statements and have been within management's expectations.

           On  June  30, 1993,  Sunshadow  Apartments,  Ltd., and  Summerbreeze
      Apartments,   Ltd.,  two   Florida   real  estate   limited  partnerships
      (collectively, the "Apartments"), the Company, Citicorp Real Estate, Inc.
      ("Citicorp"),  and Francis M. Williams entered into a settlement and note
      renewal agreement whereby the Chapter  11 bankruptcy filings with respect
      to the Apartments  were voluntarily  dismissed.  In  accordance with  the
      terms of the settlement agreement, $3,638,696 of the  accounts receivable
      - affiliates balance  recorded by the Company  was converted into  a note
      receivable.   The note  receivable originally  accrued interest at  prime
      plus 1 3/8 percent,  increasing to prime plus 2 percent on  July 1, 1995,
      with  principal  and interest  payable  in  monthly installments  through
      December  31, 1998, and is guaranteed by  Mr. Williams.  Amounts due from
      the  Apartments   at  December  31,  1994  and  1995,  are  approximately
      $3,588,000 and $3,851,000, respectively.<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      4.   Accounts receivable (continued)

           At  December  31,   1994  and  1995,   $4,937,000  and   $5,301,000,
      respectively, of the  combined accounts receivable -  affiliates and note
      receivable  - affiliate balances are due from corporate affiliates of the
      Company's  president.   The  affiliated  receivables  relate to  contract
      services performed and are guaranteed by Mr. Williams.

      5.   Costs and estimated earnings on uncompleted contracts

                                                         December 31,        
                                                 ---------------------------
                                                      1994           1995    
                                                 -------------  -------------
                                                 
           Expenditures on uncompleted           
              contracts . . . . . . . . . . . .  $  92,911,600  $ 65,767,913 
           Estimated earnings on uncompleted     
              contracts . . . . . . . . . . . .     17,028,013     7,456,516 
                                                 -------------  -------------
                                                   109,939,613    73,224,429 
           Less actual and allowable billings    
               on uncompleted contracts . . . .    101,148,934    58,452,865 
                                                 -------------  -------------
                                                 $   8,790,679  $ 14,771,564 
                                                 =============  =============
           Costs and estimated earnings in       
              excess of billings on uncompleted  
              contracts . . . . . . . . . . . .  $  10,166,227  $ 15,378,178 
           Billings in excess of costs and       
              estimated earnings on uncompleted  
              contracts . . . . . . . . . . . .     (1,375,548)     (606,614)
                                                 -------------  -------------
                                                 $   8,790,679  $ 14,771,564 
                                                 =============  =============

           During  the years  ended  December 31,  1993,  1994, and  1995,  the
      Company recognized revenue from contract claims of approximately $50,000,
      $1,189,000 and $1,894,000, respectively.  In addition, as of December 31,
      1994 and  1995, the costs and estimated earnings in excess of billings on
      uncompleted  contracts   includes  the  Company's  cost  associated  with
      unapproved  or disputed  contract  change orders  and costs  claimed from
      customers  on   completed  contracts   of  $5,412,000   and  $10,164,000,
      respectively.   During the  performance of  these contracts, the  Company
      encountered  site conditions that differed from bid specifications.  As a
      result, the  Company  incurred additional  labor and  equipment costs  in
      performing the contract.   By their nature, recovery  of these amounts is
      often subject to  negotiation with  the customer and,  in certain  cases,
      resolution  through litigation.    As a  result,  the recovery  of  these
      amounts may extend beyond one year.<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      5.   Costs and estimated earnings on uncompleted contracts (continued)

           Other  current assets  include certain  legal costs of  $683,000 and
      $1,226,000  at  December  31,  1994  and  1995,  respectively,  that  are
      capitalized as contract costs associated with the above contract claims.

      6.   Property and equipment
                                                         December 31,        
                                                 ---------------------------
                                                      1994           1995    
                                                 -------------  -------------
           Land . . . . . . . . . . . . . . . .  $   4,699,480  $  5,067,437 
           Buildings and improvements . . . . .      6,275,216     7,317,544 
           Construction and recycling            
              equipment . . . . . . . . . . . .     31,170,987    42,345,792 
           Furniture and fixtures . . . . . . .      1,258,249     1,463,600 
           Construction in progress . . . . . .        486,128       615,846 
                                                 -------------  -------------
                                                    43,890,060    56,810,219 
           Less accumulated depreciation  . . .    (17,074,631)  (19,217,558)
                                                 -------------  -------------
                                                 $  26,815,429  $ 37,592,661 
                                                 =============  =============

           Property and  equipment  is  recorded  at  cost.    Depreciation  is
      provided  using  the straight-line  method  over  estimated useful  lives
      ranging from 3 to 30 years.  Construction in progress will be depreciated
      over the estimated useful lives when placed into service.

      7.   Term note from affiliate

           In  1988,  Cumberland Casualty  &  Surety Company  ("CCS")  issued a
      surplus debenture  to the Company that  bears interest at 10  percent per
      annum in exchange for  $3,000,000.  In 1992, such debenture  was assigned
      to  Cumberland Holdings, Inc. ("Cumberland").   Cumberland entered into a
      term note agreement with  the Company for  the outstanding amount of  the
      debenture, including accrued interest  at September 30, 1992, as  part of
      the  Distribution.  The term  note is pari passu  with the other debts of
      Cumberland, bears interest at 10 percent,  and is due on October 1, 2002.
      Interest and principal  are due  quarterly for five  years, with  minimum
      interest  payments  equal  to  one-half  of annual  net  earnings  before
      interest and  income taxes.  Payments  for the second five  years are due
      quarterly and are payable in equal installments to amortize the remaining
      balance.   Each of these payments  will be credited first  to the accrued
      interest and  then to principal.   Interest accrued  on the term  note at
      December 31, 1995, is $506,755 ($51,983 at December 31, 1994).<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      8.   Accrued expenses
                                                         December 31,        
                                                 ---------------------------
                                                      1994           1995    
                                                 -------------  -------------
           Deferred revenue . . . . . . . . . .  $   1,285,112  $  1,858,148 
           Accrued insurance  . . . . . . . . .      1,249,858     3,130,582 
           Accrued real estate taxes  . . . . .        275,660       332,725 
           Other  . . . . . . . . . . . . . . .        663,145     1,727,677 
                                                 -------------  -------------
                                                 $   3,473,775  $  7,049,132 
                                                 =============  =============
      9.   Long-term debt
                                                         December 31,        
                                                 ---------------------------
                                                      1994           1995    
                                                 -------------  -------------
           Notes payable, principal and interest 
              payable in monthly installments    
              through March 1, 2001, interest at 
              varying rates up to 13 percent,    
              collateralized by equipment . . .  $  10,220,373  $ 20,215,486 
           Revolving term bank line of credit,   
              $5,000,000 ($1,290,000 during      
              1994), maximum, due October 31,    
              1997, interest at lender's base    
              rate plus 1/2 percent . . . . . .          -         3,292,607 
           Bank note payable, varying principal  
              and interest payments through      
              August 1, 1996, interest at prime  
              plus 1 3/4 percent, collateralized 
              by equipment  . . . . . . . . . .      5,500,000     1,500,000 
           Mortgage notes, principal and         
              interest payable in monthly        
              installments through October 1,    
              2010, interest at varying rates up 
              to prime plus 1 3/4 percent,       
              collateralized by land and         
              buildings . . . . . . . . . . . .      3,679,748     5,286,733 
           Mortgage notes - $500,000 with        
              related parties, interest payable  
              in quarterly installments at 10    
              percent, plus a performance based  
              return not to exceed 6 percent,    
              principal due January 9, 1997,     
              collateralized by land and         
              buildings . . . . . . . . . . . .      1,400,000     1,400,000 
                                                 -------------  -------------
                                                    20,800,121    31,694,826 
           Less current portion . . . . . . . .      6,168,006     7,074,857 
                                                 -------------  -------------
                                                 $  14,632,115  $ 24,619,969 
                                                 =============  =============<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      9.   Long-term debt (continued)

           Annual principal  maturities subsequent to December 31, 1995, are as
      follows:

              1996  . . . . . . . . . . . . . . . . . . . . $ 7,074,857 
              1997  . . . . . . . . . . . . . . . . . . . .  11,010,480 
              1998  . . . . . . . . . . . . . . . . . . . .   4,944,474 
              1999  . . . . . . . . . . . . . . . . . . . .   5,113,589 
              2000  . . . . . . . . . . . . . . . . . . . .   2,333,113 
              Thereafter  . . . . . . . . . . . . . . . . .   1,218,313 
                                                            ------------
                                                            $31,694,826 
                                                            ============

           The  lenders' prime rate  under the bank  line at  both December 31,
      1994  and  1995, was  8.5  percent.   At  December  31,  1995, there  was
      approximately $1,707,000 of borrowings available under the revolving term
      bank  line of  credit.   The  Company was  also  contingently liable  for
      letters of  credit in the amount of  approximately $3,500,000 at December
      31, 1995.

           The revolving term bank line of $5,000,000, the bank note payable of
      $1,500,000, and  the letter of credit facility  of $5,000,000 are secured
      by  a  pledge of  all of  the stock  of  the Company's  subsidiaries, the
      Cumberland  term note,  and substantially all  of the  assets of Kimmins.
      The use of funds under these lines is limited among certain subsidiaries,
      and repayment is guaranteed by Cumberland.

           The debt agreements contain certain covenants, the most  restrictive
      of  which require  maintenance of a  consolidated tangible  net worth, as
      defined,  of  not  less  than  $15,900,000,  maintenance  of  a  debt  to
      consolidated  tangible net  worth  ratio of  no  more  than 4.0  to  1.0,
      consolidated debt  service coverage ratio of  at least 0.9 to  1.0, and a
      fixed charge coverage  ratio of not less than  0.9 to 1.0.   In addition,
      the  covenants prohibit  the  ability, without  lender  approval, of  the
      Company to pay dividends.   As of December 31,  1995, the Company was  in
      compliance with  or obtained  waivers  for all  loan covenants,  and  the
      Company may  be required to obtain similar  waivers for certain covenants
      in 1996.   The Company has obtained the personal guarantee of Mr. Francis
      M. Williams should waivers not be obtained and the lender accelerates the
      maturities of the Revolving Term Bank  Line of Credit, Bank Note Payable,
      and the Mortgage Note  on the corporate office.  This  guarantee provides
      that  Mr. Williams  will  lend the  necessary  funds to  the Company,  or
      arrange for the Company  to borrow a  similar amount under similar  terms
      and maturities so that the  Company is not required to pay  any principal
      payments during 1996 more than the regularly scheduled maturities.<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      10.  Employee Stock Ownership Plan Trust Debt

           In  March 1990,  the Company's Employee  Stock Ownership  Plan Trust
      ("ESOP") (Note 13) originally  was funded from  a $5,100,000 loan.   This
      loan was refinanced during December 1995 and bears interest at prime plus
      1/2  percent,  with quarterly  principal  and  monthly interest  payments
      through  October 2000.   The  loan  is guaranteed  by the  Company as  to
      payment of principal and  interest and, therefore, the unpaid  balance of
      the borrowing is reflected as debt of the Company.   An equivalent amount
      representing unearned  employee compensation, less  the Company's accrued
      contribution  (Note 12), is  recorded as  a deduction  from stockholders'
      equity.

           Annual  principal maturities for each of  the next five years are as
      follows:

           1996 . . . . . . . . . . . . . . . . . . . . . . $   480,000 
           1997 . . . . . . . . . . . . . . . . . . . . . .     480,000 
           1998 . . . . . . . . . . . . . . . . . . . . . .     480,000 
           1999 . . . . . . . . . . . . . . . . . . . . . .     480,000 
           2000 . . . . . . . . . . . . . . . . . . . . . .     480,000 
                                                            ------------
                                                            $ 2,400,000 
                                                            ============
      11.  Leasing arrangements

         The Company rents equipment,  machinery, and office  space for varying
      periods.  Rental expense for the years ended December 31, 1993, 1994, and
      1995,  was   approximately   $7,855,000,  $9,500,000,   and   $9,079,000,
      respectively.

      12.  Pension and other benefit plans

           Employee Stock Ownership Plan.  On January 1, 1989, the Company, for
      the benefit of its employees,  formed the ESOP to purchase shares  of the
      Company's  common  stock from  time  to time  in  the open  market  or in
      negotiated transactions at prices deemed to be attractive.  Contributions
      to the ESOP are made at the discretion of the Board of Directors.  During
      1989,  the ESOP acquired from  the Company's president  257,371 shares of
      common  stock at  a cost  of  $5,100,000.   The shares  were acquired  in
      exchange for a  note payable  to the Company's  president.   Simultaneous
      with this purchase, the Company's president purchased certain receivables
      and  interests in  certain investments  from the  Company for  a purchase
      price of $5,100,000, which was  paid by the assignment to the  Company of
      the  note received from the ESOP.   The note originally was funded during
      March 1990,  through a long-term  bank financing agreement  guaranteed by
      the Company (Note 10).   As the debt is repaid,  shares are released from
      collateral  and allocated to active employees, based on the proportion of
      debt service  paid in the current year.  Debt  of the ESOP is recorded as
      debt,  and  the shares  pledged as  collateral  are reported  as unearned
      employee  compensation  in the  balance sheet.   For  financial statement
      purposes,  as  of  December 31,  1994  and  1995,  the unearned  employee
      compensation (net of accrued contributions of approximately $228,000  and
      $133,000,  respectively) was  reflected as  a reduction  in stockholders'
      equity.<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      12.  Pension and other benefit plans (continued)

           Interest  and compensation  expenses  relating to  the  ESOP are  as
      follows:

                                             Years ended December 31,         
                                     -----------------------------------------
                                         1993          1994           1995    
                                     ------------  ------------  ------------

           Interest . . . . . . . .  $    287,577  $     274,519 $     354,449
           Compensation . . . . . .  $    565,568  $     615,657 $     504,852

                                                   

           The ESOP shares were as follows:
                                                         December 31,        
                                                 ---------------------------
                                                      1994           1995    
                                                 -------------  -------------
           Allocated shares . . . . . . . . . .        105,000       135,000 
           Shares released for allocation . . .         -             -      
           Unreleased shares  . . . . . . . . .        150,000       120,000 
                                                 -------------  -------------
           Total ESOP shares  . . . . . . . . .        255,000       255,000 
                                                 =============  ============= 

           Market value of unreleased shares     $     675,000  $    900,000 
                                                 =============  ============= 
                                                                 

           Stock  Option Plan.  The  Company originally reserved 288,400 shares
      of  its common  stock for  issuance upon  the exercise  of options  to be
      granted  under the Company's 1987  Stock Option Plan  (the Company Plan).
      The exercise price of an incentive stock option granted under the Company
      Plan  may not be less  than the fair market value  of the common stock at
      the time  the option is granted.   The exercise price  of a non-qualified
      stock option granted under the Company  Plan may be any amount determined
      by the Board of Directors but not  less than the par value of the  common
      stock on  the date of the grant.  Options  granted under the Company Plan
      must, in  general, expire no later  than ten years  from the date  of the
      grant.

           All  options granted  to  date  provide  that the  grantees'  rights
      therein vest over five years from the date of the grant.  At December 31,
      1995,  options to purchase 208,243  shares of the  Company's common stock
      have been granted under  the Company Plan, of which  approximately 92,657
      are  currently  exercisable at  prices ranging  from  $3.33 to  $4.50 per
      share.  Options  for 4,400 shares, at  a price of  $4.50 per share,  were
      exercised  during  the year  ended December  31, 1995.   No  options were
      exercised during 1993 and 1994.<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      12.  Pension and other benefit plans (continued)

           The following is a summary of stock option transactions:

                                             Years ended December 31,         
                                     -----------------------------------------
                                         1993          1994           1995    
                                     ------------  ------------  ------------
           Options outstanding at                  
              beginning of the year      205,310        206,143       205,143 
           Options granted  . . . .          833        182,643         7,500 
           Options cancelled  . . .        -           (183,643)        -     
           Options exercised  . . .        -              -            (4,400)
                                     ------------  ------------  ------------
           Options outstanding at                  
              end of year . . . . .      206,143        205,143       208,243 
                                     ============  ============  ============
           Options eligible at end                 
              of year . . . . . . .      127,791         59,029        92,657 
           Options available for                   
              future grants at end                 
              of year . . . . . . .       44,057         45,057        37,557 
           Option price range:                     
           Options granted  . . . .        $7.14          $4.50         $4.50 
           Options exercised  . . .          N/A            N/A         $4.50 
           Options outstanding at                  
              end of year . . . . .  $3.33-$13.74   $3.33-$4.50   $3.33-$4.50 

           Options cancelled during 1994 include 173,476 options with  exercise
      prices  ranging from  $6.00  to $13.74  that  were subsequently  reissued
      during 1994 with an exercise price of $4.50.

           Multi-Employer  Defined   Contribution  Plan.    The  Company  makes
      payments to collectively  bargained, multi-employer defined  contribution
      plans covering Company union employees.  Under the Multi-Employer Pension
      Plan  Amendment  Act,  a  withdrawing employer  is  required  to continue
      funding its share of  the plan's unfunded vested  benefits.  The  Company
      does not possess sufficient  information to determine its portion  of the
      unfunded  vested benefits, if  any.  Contributions to  such plans for the
      years ended December 31, 1993, 1994, and 1995, were not significant.<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      13.  Income taxes

           In February 1992,  the Financial Accounting  Standards Board  issued
      Statement of  Financial Accounting Standards 109,  "Accounting for Income
      Taxes."  Under the  asset and liability method required by Statement 109,
      deferred tax assets  and liabilities  are recognized for  the future  tax
      consequences attributable to differences between the  financial statement
      carrying amounts of  existing assets and liabilities and their respective
      tax  bases.   Deferred  tax assets  and  liabilities are  measured  using
      enacted  tax rates expected  to apply to  taxable income in  the years in
      which  those  temporary  differences  are  expected  to  be  recovered or
      settled.  Under  Statement 109,  the effect  on deferred  tax assets  and
      liabilities  of a  change in  tax rates  is recognized  in income  in the
      period that includes the enactment date.

           As of December 31,  1995, the Company has utilized all net operating
      loss carryforwards.  However, the  Company  has alternative  minimum  tax
      credit carryforwards of approximately $299,000 available to offset future
      regular tax liabilities.

           As a  result of TransCor's  sale of its  common stock in  March 1993
      (Note 2),  it is no longer  consolidated with the Company  for income tax
      purposes.   The  Company has  provided deferred  income taxes  respect to
      differences   between  its  book  and  tax  basis  in  TransCor.    These
      differences result from income recognized for book, not tax, for the gain
      on  the sale of TransCor and TransCor's post-offering earnings, which are
      collectively referred to as  the outside basis difference.  The rate used
      to provide  taxes on the outside  basis difference is the  statutory rate
      for  the first $785,000 that represents the Company's share of TransCor's
      accumulated deficit  at the date of  the sale of  its common stock.   The
      rate for the remaining difference assumes the dividend received deduction
      because the Company expects to recover its investment through dividends.<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      13.  Income taxes (continued)

           Deferred  income taxes  reflect  the net  tax  effects of  temporary
      differences between  the carrying amounts  of assets and  liabilities for
      financial  reporting  purposes  and  the  amounts  used  for  income  tax
      purposes.     Significant  components  of  the   Company's  deferred  tax
      liabilities and assets are as follows:
                                                         December 31,        
                                                 ---------------------------
                                                      1994           1995    
           Deferred tax assets:                  -------------  -------------
                                                 
              Allowance for doubtful accounts .  $     254,200  $    152,222 
              Costs deferred for tax expensed    
                for books . . . . . . . . . . .        146,800       154,553 
              Alternative minimum tax credit     
                carryforwards . . . . . . . . .        339,000       299,172 
              Accrued workers' compensation . .          -           750,552 
              Other . . . . . . . . . . . . . .         15,200        56,721 
                                                 -------------  -------------
                                                       755,200     1,413,220 
                                                 -------------  -------------
                                                 
         Deferred tax liabilities:               
                                                 
              Excess of tax over book            
                depreciation  . . . . . . . . .      2,911,365     3,842,918 
              Uncompleted long-term contracts .        395,400       655,975 
              Costs deferred for book expensed   
                for tax . . . . . . . . . . . .         74,740       301,250 
              Outside basis difference in        
                TransCor  . . . . . . . . . . .        362,000       430,478 
                                                 -------------  -------------
                                                     3,743,505     5,230,621 
                                                 -------------  -------------
              Net deferred tax liability  . . .      2,988,305     3,817,401 
              Less current portion liability/    
                plus current portion asset  . .        (73,708)      742,130 
                                                 -------------  -------------
                                                 $    2,914,597 $  4,559,531 
                                                 =============  =============
                                                 <PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      13.  Income taxes (continued)

           Factors  causing the effective tax rate to differ from the statutory
      rate are as follows:
                                            Years ended December 31,        
                                   -----------------------------------------
                                       1993          1994           1995    
                                   ------------  ------------  ------------
           Federal statutory                     
              rate  . . . . . . .        34.0%          35.0%         34.0% 
           State income taxes . .         4.5%           7.5%         10.0% 
           Additional tax on the                 
              Company's share of                 
              TransCor's earnings                
              after March 25,                    
              1993  . . . . . . .         2.0%           4.0%          8.0% 
           Other  . . . . . . . .         4.7%           1.5%          0.6% 
                                   ------------  ------------  ------------
           Effective tax rate . .        45.2%          48.0%         52.6% 
                                   ============  ============  ============
      14.  Stockholders' equity

           The Company's Class  B common stock  has the  same voting rights  as
      common stock and is not entitled  to participate in cash dividends.  Upon
      liquidation  or dissolution of the  Company, the holders  of common stock
      are entitled to receive up to $9.00 per share, after which the holders of
      Class  B common  stock are  entitled to  receive up  to $9.00  per share.
      Thereafter, all assets remaining for distribution will be distributed pro
      rata to the holders of common stock and Class B common stock.   The right
      to convert Class B common stock to common stock occurs in any fiscal year
      in  which the Company achieves  net earnings equal  to a specified amount
      (currently  $.84  per share),  which is  calculated  by adding  the total
      shares outstanding at fiscal year end  to the number of shares that could
      be  converted during the fiscal year.  The  holders of the Class B common
      stock  will thereafter have the right to  convert up to 625,000 shares of
      Class B common  stock into  common stock on  a share for  share basis  as
      follows.  Each  cumulative incremental  increase in net  earnings in  any
      subsequent  year of $.21 per share above  the specified level of earnings
      previously obtained  will afford holders  the right  to convert up  to an
      additional 625,000  shares of Class B common stock into common stock on a
      share for  share basis.   Holders  of Class  B common  stock will  not be
      entitled to convert  more than 625,000 of such shares  in any fiscal year
      unless the Company achieves earnings of  $1.44 per share of common  stock
      in  any fiscal year, which will entitle  holders to convert all shares of
      Class  B common stock  into common  stock.  No  shares of  Class B common
      stock became eligible for  conversion into common stock during  the years
      ended December 31, 1993, 1994, and 1995.

           The Company has authorized 1,000,000  shares of preferred stock with
      a  par value  of $.001,  none of  which is  presently outstanding.   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.<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      15.  Contingencies

           The  Company is involved in various legal actions and claims arising
      in the  ordinary course of its business.  After taking into consideration
      legal counsel's evaluation of  such actions and claims, management  is of
      the opinion that their outcome will not have a material adverse effect on
      the consolidated financial position of the Company.

      16.  Fourth Quarter Adjustments (unaudited)

           During  the fourth quarter of 1995, the Company refined its estimate
      of income tax expense, with an  additional expense of $241,000.  Also, in
      the  fourth quarter  of 1995,  the Company  capitalized certain  contract
      costs.  This refinement resulted in a credit to operations of $505,000 in
      the fourth quarter of 1995.   During the fourth quarter of 1993, TransCor
      refined its estimate of bad debt expense, with the Company's share of the
      expense being $442,000.

      17.  Fair Value of Financial Investment

           The following  estimated fair  value  amounts have  been  determined
      using   available   market   information   and    appropriate   valuation
      methodologies.  However, considerable judgment is necessarily required in
      interpreting  market  data  to  develop  the  estimates  of  fair  value.
      Accordingly,   the  estimates   presented  herein  are   not  necessarily
      indicative  of the  amounts that the  Company could realize  in a current
      market  exchange.    The  use  of  different  market  assumptions  and/or
      estimation methodologies may have a material effect on the estimated fair
      value amounts.

           Cash.   The carrying amount  reported in the  balance sheet for cash
      approximates its fair value.

           Long-term debt.  The fair values of the Company's long-term debt are
      estimated using  discounted cash  flow analyses,  based on the  Company's
      current incremental  borrowing  rates  for  similar  types  of  borrowing
      arrangements.

           The carrying  amounts and  fair values  of  the Company's  financial
      instruments at December 31, 1995, are as follows:

                                                       December 31, 1995     
                                                 ---------------------------
                                                    Carrying         Fair
                                                     Amount         Value    
                                                 -------------  -------------
           Assets:                                                
              Cash  . . . . . . . . . . . . . .  $    1,160,463 $   1,160,463
           Liabilities:                          
              Notes payable . . . . . . . . . .  $   31,694,826 $  31,230,000
              Employee Stock Ownership Plan      
                Trust debt  . . . . . . . . . .  $    2,400,000 $   2,400,000<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      18.  Business segments and major customers

           The  Company  conducts   business  in  two   segments:     specialty
      contracting services and solid waste  management services.  The specialty
      contracting  services segment  provides comprehensive  services including
      infrastructure development, underground  utility construction,  roadwork,
      dismantling, asbestos abatement, mobile incineration, excavation, removal
      and disposal of contaminated  soil.  The solid waste  management services
      segment  offers storage,  collection, transfer,  transportation, resource
      recovery and disposal of non-hazardous waste and demolition services.  

           For the years ended December 31, 1993,  1994 and 1995, the Company's
      specialty contracting  services  segment  earned  gross  revenue  of  ap-
      proximately  $5,325,000, $5,887,000,  and  $1,727,000,  respectively,  on
      contracts with the United States Government.

           A  summary of information about the Company's segments for the years
      ended December 31, 1993, 1994 and 1995 is as follows (in thousands):

                                      Specialty    
                                     Contracting    Solid Waste
                   1993                Services      Services        Total    
      -----------------------------  ------------  ------------  ------------
      Gross revenue:                               
         Unaffiliated customers . .  $    58,679   $     24,909  $     83,588 
         Affiliated customers . . .           21          -                21 
                                     ------------  ------------  ------------
           Total gross revenue  . .  $    58,700   $     24,909  $     83,609 
                                     ============  ============  ============
         Operating income . . . . .  $       414   $      3,252  $      3,666 
         Interest income  . . . . .          848          -               848 
         Interest expense . . . . .        1,096            814         1,910 
         Non-operating gain . . . .          879          -               879 
         Minority interest  . . . .        -               (287)         (287)
         Income (loss) before        ------------  ------------  ------------
           income taxes . . . . . .  $     1,045   $      2,151  $      3,196 
                                     ============  ============  ============
         Identifiable assets  . . .  $    38,737   $     31,455  $     70,192 
         Depreciation and            ============  ============  ============
           amortization . . . . . .  $     2,242   $      1,439  $      3,681 
                                     ============  ============  ============
         Capital expenditures . . .  $     1,045   $      3,529  $      4,574 
                                     ============  ============  ============<PAGE>

                                    KIMMINS CORP.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      18.  Business segments and major customers (continued)

                                      Specialty    
                                     Contracting    Solid Waste
                   1994                Services      Services        Total    
      ----------------------------   ------------  ------------  ------------
      Gross revenue:                               
         Unaffiliated customers . .  $    67,748   $     29,007  $     96,755 
         Affiliated customers . . .        -              -             -     
                                     ------------  ------------  ------------
           Total gross revenue  . .  $    67,748   $     29,007  $     96,755 
                                     ============  ============  ============
         Operating income . . . . .  $     1,853   $        817  $      2,670 
         Interest income  . . . . .        1,060          -             1,060 
         Interest expense . . . . .        1,590            547         2,137 
         Minority interest  . . . .        -                (61)          (61)
         Income (loss) before        ------------  ------------  ------------
           income taxes . . . . . .  $     1,323   $        210  $      1,533 
                                     ============  ============  ============
         Identifiable assets  . . .  $    42,448   $     30,241  $     72,689 
         Depreciation and            ============  ============  ============
           amortization . . . . . .  $     2,024   $      1,866  $      3,890 
                                     ============  ============  ============
         Capital expenditures . . .  $     3,365   $      2,439  $      5,804 
                                     ============  ============  ============
                                                   
                                      Specialty    
                                     Contracting    Solid Waste
                   1995                Services      Services        Total    
      ----------------------------   ------------  ------------  ------------
      Gross revenue:                               
         Unaffiliated customers . .  $    70,227   $     41,119  $    111,346 
         Affiliated customers . . .        -              -             -     
                                     ------------  ------------  ------------
           Total gross revenue  . .  $    70,227   $     41,119  $    111,346 
                                     ============  ============  ============
         Operating income . . . . .  $     1,892   $      2,704  $      4,596 
         Interest income  . . . . .        1,005          -             1,005 
         Interest expense . . . . .        1,875            548         2,423 
         Minority interest  . . . .        -               (345)         (345)
         Income (loss) before        ------------  ------------  ------------
           income taxes . . . . . .  $     1,022   $      1,811  $      2,833 
                                     ============  ============  ============
         Identifiable assets  . . .  $    46,778   $     46,851  $     93,629 
         Depreciation and            ============  ============  ============
           amortization . . . . . .  $     1,748   $      2,355  $      4,103 
                                     ============  ============  ============
         Capital expenditures . . .  $     2,429   $     13,848  $     16,277 
                                     ============  ============  ============<PAGE>

      Item 9.  Changes in and Disagreements with Accountants on 
               Accounting and Financial Disclosure 

           None.

                                       PART III

      Item 10.  Directors and Executive Officers of the Registrant

           The directors and executive officers of the Company are as follows:

                         Name            Age           Position
               -----------------------   ---  -----------------------
               Francis M. Williams        54  President and Director
               Norman S. Dominiak         51  Vice President
               Joseph M. Williams         39  Secretary/Treasurer
               Michael Gold               47  Director
               George Chandler            66  Director

           All  directors  of the  Company hold  office  until the  next annual
      meeting of  stockholders  and the  election  and qualification  of  their
      successors.  Officers of the Company are elected annually by the Board of
      Directors and hold office at the discretion of the Board of Directors.

           Francis  M. Williams has been President and Chairman of the Board of
      the  Company since  its inception.   For  more than  five years  prior to
      November 1988,  Mr. Williams  had been  Chairman of  the Board  and Chief
      Executive Officer of Kimmins Corp. and its predecessors and sole owner of
      K Management Corp.   From June 1981 until January  1988, Mr. Williams was
      also the  President and  a Director of  College Venture  Equity Corp.,  a
      small business investment company.  Mr. Williams has also been a Director
      of the National Association of Demolition Contractors and a member of the
      Executive Committee of the Tampa Bay International Trade Council.

           Norman S.  Dominiak, 51, has been the  Vice President of the Company
      since  March 1995,  and has  been employed  by the  Company as  its Chief
      Financial  Officer since January 1994.  Mr. Dominiak served as controller
      of ThermoCor Kimmins,  Inc., a  subsidiary of the  Company, from  October
      1991  until  January 1994.    From  May 1988  until  September  1991, Mr.
      Dominiak  served as  Senior Vice  President of  Creative Edge,  a company
      engaged in the  manufacturing and distribution  of educational  products.
      From October  1982 until April 1988,  Mr. Dominiak served  as senior vice
      president  of Cecos  Environmental Services, Inc.,  a company  engaged in
      treatment, transportation,  and disposal of  hazardous waste.   From 1965
      until 1982, Mr. Dominiak was employed in various financial capacities for
      the Carborundum Company.

           Joseph  M.  Williams has  been the  Secretary  and Treasurer  of the
      Company  since October 1988. Since November 1991, Mr. Williams has served
      as President and  has been  a Director  of Cumberland  Holdings, Inc.,  a
      holding company whose  wholly-owned subsidiaries provide  reinsurance and
      specialty sureties and performance  and payment bonds.  Since  June 1986,
      Mr. Williams  has served as President  and Vice President and  has been a
      Director of Cumberland Real Estate  Holdings, Inc., the corporate general
      partner  of Sunshadow  Apartments,  Ltd.  ("Sunshadow") and  Summerbreeze
      Apartments,   Ltd.   ("Summerbreeze"),   both   of   which   are  limited
      partnerships.    In June  1992,  both  Sunshadow  and Summerbreeze  filed<PAGE>

      voluntary petitions under Chapter 11 of the United States bankruptcy law,
      and each entity submitted a prepackaged plan of reorganization.   In June
      1993, Sunshadow  and  Summerbreeze entered  into  a settlement  and  note
      renewal agreement and the bankruptcy filings were voluntarily  dismissed.
      Mr. Williams  has been employed  by the  Company and its  subsidiaries in
      various capacities since  January 1984.   From January  1982 to  December
      1983,  he was the managing partner of  Williams and Grana, a firm engaged
      in public accounting.   From January 1978 to  December 1981, Mr. Williams
      was  employed as  a senior  tax accountant  with  Price Waterhouse  & Co.
      Joseph M. Williams is the nephew of Francis M. Williams.

           Michael Gold has been a Director of the Company since November 1987.
      For  more than the past  five years, Mr.  Gold has been a  partner in the
      Niagara Falls, New York law firm of Gold and Gold.

           George Chandler has  been a  Director of the  Company since  January
      1990.  Since November 1989, Mr. Chandler  has been a business consultant.
      Mr. Chandler was Chairman of  the Board from July 1986 to  November 1989,
      and President and Chief  Executive Officer from October 1985  to November
      1989 of Aqua-Chem,  Inc., a  manufacturer of packaged  boilers and  water
      treatment equipment.  From  May 1983 to October  1985, he was  President,
      Chief Executive Officer  and a  Director of American  Ship Building  Co.,
      which  is engaged  in the  construction, conversion  and repair  of cargo
      vessels.   Mr. Chandler is  also a Director of The  Allen Group Inc., and
      DeVlieg Bullard, Inc.

           Set forth  below is information  regarding certain key  employees of
      the Company:

           Thomas  C. Andrews, 55, a registered professional engineer, has been
      employed  as   President  of  ThermoCor  Kimmins,   Inc.,  the  Company's
      subsidiary  engaged  in  site  remediation, since  January  1989.    From
      November 1985 to January 1989, Mr. Andrews was employed as Vice President
      of Operations  for ENSCO Environmental Services, Inc.,  a company engaged
      in  hazardous waste incineration and remediation.  From September 1981 to
      November  1985,  Mr.  Andrews  served  as  Operations  Manager  of  Cecos
      Environmental   Services,   Inc.,  a   company   engaged  in   treatment,
      transportation  and disposal of hazardous  waste.  From  December 1964 to
      September 1981, Mr. Andrews provided construction management services  to
      contractors throughout the eastern  United States.  Mr. Andrews  has more
      than  25  years  experience   in  all  phases  of  hazardous   waste  and
      construction management.

           Charles A.  Baker Jr., 53,  has been  employed as Vice  President of
      TransCor Waste Services, Inc., the  Company's subsidiary engaged in solid
      waste management, since November 1989.  From June 1981 to  November 1989,
      Mr.  Baker was employed as  Vice President of  Kimmins Contracting Corp.,
      one of the Company's principal operating subsidiaries.

           Michael  D.  O'Brien,  45,  has  been  employed  by  TransCor  Waste
      Services, Inc.  (including  its  predecessor)  as  Vice  President  since
      October 1992.  From June 1987 to October 1992, Mr. O'Brien served as Vice
      President  of  Kimmins  Industrial Service  Corp.,  a  subsidiary  of the
      Company.   From  July 1983  to  June 1987,  Mr.  O'Brien served  as  Vice
      President  of Jordan  Foster Scrap  Corporation in  Buffalo, New  York, a
      company specializing  in demolition and  preparation of  scrap for  sale.
      From November 1972 to July  1983, Mr. O'Brien was employed by  a national
      demolition contractor.<PAGE>

           John  V. Simon Jr.,  40, has been  President and  General Manager of
      Kimmins  Contracting Corp., responsible for supervising utility construc-
      tion, since May 1981, and served as a Vice President of the Company  from
      1981 until October 1988.   From January 1978 to May 1981, Mr. Simon owned
      Simon  Construction  Company, a  company  that  performed site  work  and
      utilities and demolition projects.

      Compliance with Section 16(a) of the Securities Exchange Act

           Section  16(a) of the Securities  Exchange Act of  1934 requires the
      Company's  officers and  directors,  and persons  who  own more  than  10
      percent of a registered class of the Company's equity securities, to file
      reports of ownership  and changes  in ownership with  the Securities  and
      Exchange Commission ("SEC") and  the New York Stock Exchange.   Officers,
      directors, and greater than  10 percent shareholders are required  by SEC
      regulation to furnish the Company with  copies of all Section 16(a) forms
      they file.

           Based  solely on the  Company's review of  the copies of  such forms
      received by it, or written representations from certain reporting persons
      that no Forms  5 were  required for those  persons, the Company  believes
      that,  during the year ended  December 31, 1995,  all filing requirements
      applicable  to  its officers,  directors,  and  greater than  10  percent
      beneficial owners were  complied with  except that one  report was  filed
      late by Mr. Michael Gold.

      Item 11.  Executive Compensation

           Summary Compensation Table.   The following  table provides  certain
      summary information  concerning  compensation  paid  or  accrued  by  the
      Company and its subsidiaries to the Chief Executive Officer and all other
      executive  officers whose salary and bonus exceeded $100,000 for the year
      ended December 31, 1995 (the "Named Executives"):
      <TABLE>
                                                                                              SUMMARY COMPENSATION TABLE
          <CAPTION>
                                                                                           Long-Term Compensation     
                                                                                -------------------------------------
                                                    Annual Compensation                   Awards             Payouts
                                            ---------------------------------   -------------------------  -----------

                                                                      Other                    Securities  
                                                                      Annual     Restricted    Underlying                All Other
                       Name and                                       Compen-       Stock       Options/      LTIP        Compen-
                 Principal Position   Year   Salary ($)  Bonus ($)  sation ($)  Award(s) ($)    SARs (#)   Payouts ($)  sation ($) 
             ----------------------  ------ ----------  ----------  ----------  ------------- -----------  ----------- -----------
             <S>                       <C>  <C>         <C>         <C>         <C>           <C>          <C>         <C>
             Francis M. Williams      1995  $   271,137 $         0     $0           $0            0           $0      $  989   (*)
               Chairman of the        1994  $   171,139 $         0     $0           $0            0           $0      $  977   (*)
               Board, President and   1993  $   171,137 $         0     $0           $0            0           $0      $  498   (*)
               Chief Executive
               Officer
             John V. Simon, Jr.       1995  $    95,000 $    81,489     $0           $0            0           $0      $1,647   (*)
               President of Kimmins   1994  $    95,000 $    15,759     $0           $0            0           $0      $1,635   (*)
               Contracting Corp.      1993  $    95,000 $    13,193     $0           $0            0           $0      $1,069   (*)<PAGE>

             <FN>
             <F1>
             (*) Represents the Company's contribution to the employee's  account of the Company's 401(k) Plan and premiums paid by
                 the Company for term life  insurance and long-term disability.  These  plans, subject to the terms and  conditions
                 of each plan, are available to all employees.
             </FN>
             </TABLE>


                   Stock Option/SAR Grants in the Last Fiscal Year. The 
      following table summarizes stock options granted  to the Named Executives
      in 1995.  The  amount shown as  potentially realizable values  of these
      options are based  on assumed  annual  rates  of appreciation  in  the  
      price of the Company's common stock  of 5 and 10 percent over the terms of
      the options and  are not intended  to forecast  future appreciation of
      the Company's stock price:
      <TABLE>

                                OPTION/SAR GRANTS IN LAST FISCAL YEAR
      <CAPTION>
                                                                                                        Potential Realizable
                                                                                                          Value at Assumed
                                                                                                          Annual Rates of
                                                         Percent of                                         Stock Price
                                                        Total Options                                     Appreciation for
                                                         Granted to        Exercise                         Option Term        
                                           Options      Employees in       or Base       Expiration  -------------------------
                          Name           Granted (#)     Fiscal Year     Price ($/SH)       Date       5 Percent    10 Percent 
                 ---------------------  -------------  --------------  --------------   -----------  -----------   -----------
                  <S>                    <C>            <C>             <C>              <C>          <C>           <C>
                 Francis M. Williams                 0           0.00% $          0.00       -       $          0  $          0
                 John V. Simon, Jr.              3,333          44.44% $          4.50    03/15/05   $      9,400  $     23,900


                 </TABLE>                             

                   No stock options or stock appreciation rights  were  granted
      to Francis M. Williams  during the  year ended December 31, 1995, and  Mr.
      Williams  does not have  any stock  options or stock  appreciation rights
      that were granted in previous years.

           Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-
      End  Option/SAR Values.   The  following table  summarizes the  net value
      realized on  the exercise of options in 1995 and the value of outstanding
      options as of December 31, 1995, for the Named Executives.

      <TABLE>

                                                                           AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                                      AND FISCAL YEAR-END OPTION/SAR VALUES
          CAPTION
<PAGE>



                                                                                           Number of
                                                                                          Securities             Value of
                                                                                          Underlying           Unexercised
                                                                                          Unexercised          In-the-Money
                                                                                        Options/SARs at      Options/SARs at
                                                 Shares                                  Year-End (#)        Year-End ($) (1)
                                                Acquired               Value             Exercisable/          Exercisable/
                           Name             on Exercise (#)        Realized ($)          Unexercisable        Unexercisable    
                 ----------------------   -------------------  -------------------   -------------------   -------------------

                 <S>                      <C>                  <C>                   <C>                   <C>
                 Francis M. Williams               0                    $0                    0/0                 $0/$0
                 John V. Simon, Jr.                0                    $0               9,800/11,867        $10,970/$11,867

                 <FN>
                 <F1>
                 (1) Value is  calculated using the  Company's closing stock  price on December  31, 1995,  of $7.50 per  share
                     (adjusted  to reflect the reverse  stock split on  a retroactive  basis) less the exercise  price for such
                     shares.
                 </FN?
                 /TABLE
<PAGE>

               No  stock  options or  stock appreciation  rights were  exercised
      by Francis  M. Williams  during the year ended December  31, 1995, and Mr.
      Williams does not have  any outstanding stock options or  SAR at December
      31, 1995.
      <TABLE>

                                                                                           TEN YEAR OPTION/SAR REPRICINGS
          <CAPTION)
                                                                                                                        Length of
                                                        Number of          Market                                       Original
                                                       Securities          Price            Exercise                   Option Term
                                                       Underlining      of Stock at         Price at                    Remaining
                                                      Options/SARs        Time of            Time of          New      at Date of
                                                       Repriced or      Repricing or      Repricing or     Exercise   Repricing or
                         Name                Date      Amended (#)     Amendment ($)      Amendment ($)    Price ($)    Amendment  
             ---------------------------  ---------  --------------  -----------------  ----------------  ----------  -------------

             <S>                          <C>        <C>             <C>                <C>               <C>         <C>
             Norman S. Dominiak            10/30/94            3,333       $4.50              $6.39          $4.50       4 years
             Vice President                                      833       $4.50              $7.14          $4.50       4 years

             Joseph M. Williams            10/30/94           10,333       $4.50              $6.75          $4.50       4 years
             Secretary/Treasurer
             Thomas C. Andrews             10/30/94           11,667       $4.50              $6.75          $4.50       4 years
             President of 
             ThermoCor Kimmins, Inc.
             Charles A. Baker, Jr.         10/30/94           12,833       $4.50              $6.75          $4.50       4 years
             Vice President of
             TransCor

             Michael D. O'Brien            10/30/94           15,976       $4.50              $6.75          $4.50       4 years
             Vice President of
             TransCor
             John V. Simon, Jr.            10/30/94           12,833       $4.50              $6.75          $4.50       4 years
             President of Kimmins                              2,500       $4.50              $6.00          $4.50       4 years
             Contracting Corp.

          </TABLE>
                   Compensation Committee Interlocks and Insider Participation.
      During the year ended December 31, 1995, Francis M. Williams, the 
      Company's President and Chairman of the Board of Directors, has served as
      President and Chairman of the Board of Directors of TransCor.

           Compensation of Directors.  During the year ended December 31, 1995,
      the Company paid non-officer Directors an annual fee of $5,000 and $1,000
      per board  meeting attended.   Directors are  reimbursed for all  out-of-
      pocket expenses incurred  in attending Board  of Directors and  committee
      meetings.

      Stock Option and Other Plans

      1987 Stock Option Plan

           The Company  adopted a stock  option plan  (the "Plan") pursuant  to
      which  288,400  shares  of  common stock  were  originally  reserved  for
      issuance to persons  upon exercise  of options  designated as  "incentive
      stock  options,"  within  the meaning  of  Section 422A  of  the Internal<PAGE>

      Revenue code of 1986 (the "Code"), and non-qualified  stock options.  The
      purpose  of the  Plan is to  attract, retain,  and motivate  officers and
      other full-time  employees  of the  Company,  and certain  other  persons
      instrumental to  the success of the  Company, and to provide  them with a
      means to  acquire a  proprietary interest  in the Company.   The  Plan is
      administered by a committee  consisting of three members of the  Board of
      Directors.  The exercise price of an incentive stock option granted under
      the Plan may not  be less than the fair market value  of the common stock
      at the time the option is granted (110 percent of fair  market  value  in
      the case of  an incentive stock option granted to an employee owning more
      than 10 percent of the voting stock of the Company).  The exercise  price 
      of a non-qualified stock option granted under the Plan may be any  amount 
      determined by the Board of Directors but not less than the  par  value of 
      the common stock on the date of the grant. Options granted under the Plan
      must, in general, expire no later than ten years from  the  date  of  the
      grant (five  years from the date of  grant in the case of an incentive 
      stock  option granted to an employee owning more than 10 percent of the 
      voting stock of the Company).  All options granted to  date provide that 
      the grantees' rights  vest over five years from the date of  grant. 
      At December  31, 1995, Joseph  M. Williams  held 13,333 options  to 
      purchase the  Company's stock at between  $3.33 and $4.50 per share of
      which 7,133 shares are exercisable.  At December  31, 1995, John V. 
      Simon,  Jr., held 21,667  options to purchase  the Company's stock  at
      between $3.33 and $4.50 per share, of which 9,800 shares are exercisable.

      Savings and Profit-Sharing Plan

           The Company offers  a savings and  profit-sharing plan (the  "401(k)
      Plan"),  which qualifies  under  Sections 401(a)  and  (k) of  the  Code.
      Employees  of the Company and  certain affiliates who  have been employed
      for a specified period of time are eligible to participate  in the 401(k)
      Plan.  All contributions made by the employees vest immediately.  Amounts
      contributed by  the Company vest 20 percent  after three years of service
      and 20 percent each year thereafter.

      Profit and Equity Participation Plan

           The Company's  Profit and  Equity  Participation Plan  (the  "Profit
      Participation Plan"), a  defined contribution plan,  covers employees  of
      the Company and certain affiliates who have been employed for a specified
      period of time.   Contributions to the Profit Participation Plan are made
      at the  discretion of the Board  of Directors.  Employees'  rights in the
      Profit  Participation Plan vest 20  percent after three  years of service
      and 20  percent each year thereafter.   The Profit Participation Plan was
      merged into  The  Kimmins  Environmental  Service  Corp.  Employee  Stock
      Ownership Plan Trust ("ESOP") on January 1, 1989.

      Employee Stock Ownership Plan

           Effective  January  1, 1989,  the Company  formed  the ESOP  for the
      benefit of  the employees of the Company and its subsidiaries to purchase
      shares of the Company's common stock from time to time on the open market
      or  in negotiated  transactions at  prices deemed  to be  attractive and,
      simultaneously, the Profit  Participation Plan was merged  into the ESOP.
      Contributions  to the  ESOP are made  at the  discretion of  the Board of
      Directors  and, for  the  year ended  December  31, 1989,  was  $200,000.
      During 1989, the ESOP acquired from the Company's President approximately
      772,000 shares of common stock at a cost of  $5,100,000.  The shares were
      acquired in exchange for a note payable to the President.  Simultaneously
      with  such  purchase, the  President  purchased  certain receivables  and
      interests in certain investments from the Company for a purchase price of
      $5,100,000, which was  paid by the assignment to the  Company of the note
      received from  the ESOP.  The note was funded, during March 1990, through
      a long-term bank financing agreement guaranteed by the Company.  Expenses
      with  respect to  the ESOP  include the  recognition of  interest expense
      relating to the ESOP debt and to earned compensation.  For the year ended
      December 31, 1995,<PAGE>

      interest  expense  and compensation  expense  relating to  the  ESOP were
      $354,000 and $600,000, respectively.  As of December 31, 1995, the unpaid
      ESOP debt (net of the $113,000 accrued contribution) is also reflected as
      a reduction in stockholders' equity.

      Item 12.  Security Ownership of Certain Beneficial Owners and Management

           The following table sets forth the number of shares of the Company's
      common stock  beneficially owned  as of  March 18, 1996,  by (i)  persons
      known  by  the Company  to  own  more than  5  percent  of the  Company's
      outstanding  common stock, (ii) by  each Named Executive  and director of
      the Company, and (iii) all Named Executives and  directors of the Company
      as a group:
      <TABLE>
      <CAPTION>
                                                                                   Percent of
                                                                          Percent     Total
         Name and Address of                                                of       Voting
         Beneficial Owner (1)     Title of Class      Number of Shares     Class      Power
       ----------------------  --------------------  ------------------  -------   ----------

       <S>                     <C>                   <C>           <C>   <C>       <C>
       Francis M. Williams     Common Stock           1,856,081    (2)     41.7%        61.5%
                               Class B Common Stock   2,291,569           100.0%

       Joseph M. Williams      Common Stock             360,945    (3)      8.1%         5.4%

       Michael Gold            Common Stock              13,223    (4)        *            *  

       George Chandler         Common Stock               6,314    (5)        *            *  

       All directors and       Common Stock           2,236,563  (2)(3)     50.3%
       executive officers as                                     (4)(6)                 67.2%
       a group (four persons)  Class B Common Stock   2,291,569            100.0%
       <FN>                                                         
       <F1>
       (1)   The addresses  of all  officers and directors  of the Company  above are  in
             care of the Company at 1501 Second Avenue, East, Tampa, Florida 33605.
       <F2>
       (2)   Includes 1,479,136  shares  owned  directly  by  Mr.  Francis  M.  Williams;
             133,333  shares owned by Summerbreeze and 121,750 shares owned by Sunshadow,
             both of  which Mr. Williams is the sole shareholder of the corporate general
             partner and  the sole  limited partner (see Item  13, "Certain Relationships
             and  Related  Transactions"); 48,908  shares  owned  by Mr.  Williams' wife;
             30,493  shares held by  Mr. Williams  as Trustee for  his wife and children;
             37,913 shares held by  Mr. Williams as Custodian under the New York  Uniform
             Gifts  to Minors Act for  his children; 3,482  shares held  by the Company's
             401(k) and  ESOP Plans  of which  Mr. Williams  is fully  vested; and  1,067
             shares  held by  Kimmins  Realty  Investment, Inc.,  of which  is  owned 100
             percent by Mr. Williams.
       <F3>
       (3)   Includes  10,000  shares  owned  by Mr.  Joseph  M.  Williams; 7,133  shares
             issuable upon exercise of  currently exercisable stock options; 2,592 shares
             held by the Company's 401(k) and  ESOP Plans of which Mr.  Williams is fully
             vested; and  341,220 shares held  by the Company's 401(k)  Plan and ESOP  of
             which Mr. Williams is a trustee with shared voting and investment power.
       <F4>
       (4)   Includes 1,150  shares owned by  Mr. Gold; 5,775  shares currently owned  by
             Mr. Gold's  wife; 2,898 held  by Mr.  Gold as trustee  for Mr. Gold's  minor
             children;  and 3,400 shares  issuable upon exercise of currently exercisable
             stock options.
       <F5>
       (5)   Includes 3,114 shares owned by Mr. Chandler;  and 3,200 shares issuable upon
             exercise of currently exercisable stock options.<PAGE>

       <F6>
       (6)   Includes  13,733 shares  issuable  upon  exercise of  currently  exercisable
             stock options; 6,074 shares held by the Company's  401(k) and ESOP Plans  of
             which  certain officers of the Company are fully  vested; and 341,471 shares
             held by the  Company's 401(k) and  ESOP Plans of which the  Secretary of the
             Company is a trustee.

         *  Less than one percent.
       </FN>
       </TABLE>

       Item 13.  Certain Relationships and Related Transactions

           During  1994   and  1995,   the  Company   paid  landfill   fees  of
      approximately  $28,000 and $88,000,  respectively, to  a company  that is
      owned primarily  by the brother of  Mr. Francis M. Williams.   The amount
      paid approximated fair market rates for the type of services involved.

           Mr. Francis M.  Williams is  the sole shareholder  of the  corporate
      general partner  and the sole  limited partner  of Sunshadow  Apartments,
      Ltd.,  and Summerbreeze Apartments, Ltd., two Florida real estate limited
      partnerships (collectively,  the "Apartments").   On  June 30, 1993,  the
      Company, Citicorp Real Estate, Inc. ("Citicorp"), the Apartments, and Mr.
      Williams entered into a settlement and note renewal agreement whereby the
      Chapter  11  bankruptcy  filings  with  respect  to  the  Apartments were
      voluntarily  dismissed.  In accordance  with the terms  of the settlement
      agreement,  $3,638,696 of  the accounts  receivable -  affiliates balance
      recorded  by the Company was converted into  a note receivable.  The note
      receivable  originally accrued  interest  at prime  plus  1 3/8  percent,
      increasing to  prime plus 2 percent  on July 1, 1995,  with principal and
      interest  payable in monthly installments  through December 31, 1998, and
      is guaranteed  by Mr.  Williams.   Amounts due  from the partnerships  at
      December 31, 1994 and 1995, are approximately  $3,588,000 and $3,851,000,
      respectively.  

           At  December  31,   1994  and  1995,   $4,937,000  and   $5,301,000,
      respectively, of the  contract and trade - affiliates balance is due from
      corporate  affiliates  of  the  Company's  president.    The   affiliated
      receivables relate to  contract services performed and are  guaranteed by
      Mr. Williams.<PAGE>

      Item 14. Exhibits, Financial Statement, Schedules, 
               and Reports on Form 8-K

      (a)  List of documents filed as part of this Report

           1.   Financial Statements

                -  Report of Independent Certified Public Accountants
                -  Consolidated balance sheets at December 31, 1994 and 1995
                -  Consolidated statements of operations  for each of  the three
                   years in the period ended December 31, 1995
                -  Consolidated statements  of stockholders' equity  for each of
                   the three years in the period ended December 31, 1995
                -  Consolidated statements  of cash flows  for each
                   of the three years in the period ended  December
                   31, 1995
                -  Notes to consolidated financial statements      
                     

           2.   Financial statement schedule

                Schedule                                                  Page 
                 Number                                                  Number
                --------                                                 ------

                II - Valuation and Qualifying Accounts  . . . . . . . . . . S-1
      
                All other Schedules are omitted since the required  information
           is not  present or is  not present in amounts  sufficient to require
           submission  of the Schedules, or because the information required is
           included in the financial statements and notes thereto.

           3.   The  following documents are  filed as exhibits  to this Annual
                Report on Form 10-K/A:

                3 (a)     --   Restated Certificate of  Incorporation of  Regi-
                               strant, as amended.
                3 (b) *   --   By-laws of Registrant
                10.1 **   --   Stock Option Plan
                21        --   Subsidiaries of the Registrant.
                23        --   Consent of Ernst & Young LLP
                27        --   Financial Data Schedule (for SEC use only)
      ______________

         * Previously filed  on March  17, 1987,  as part  of Registrant's
           Registration Statement  on Form  S-1,  File No.  33-12677,  and
           incorporated herein by reference thereto.
        ** Previously filed on June 29, 1989, as part of Registrant's Form S-8,
           File No. 33-29612, and incorporated herein by reference thereto.

      (b)  Reports on Form 8-K.

           None<PAGE>

                                       SIGNATURES


           Pursuant  to  the  requirements  of  Section  13  or  15(d)  of  the
      Securities  Exchange Act  of 1934,  the registrant  has duly  caused this
      report to be  signed on its  behalf by  the undersigned, thereunder  duly
      authorized.

                                         KIMMINS CORP.






      Date:   September 30, 1996         By:  /s/ Francis M. Williams
             --------------------             ----------------------------
                                              Francis M. Williams
                                              President


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


      Date:   September 30, 1996         By:  /s/ Francis M. Williams
             --------------------             ----------------------------
                                              Francis M. Williams
                                              President and Director
                                              (Chief Executive Officer)

      Date:   September 30, 1996         By:  /s/ Joseph M. Williams
             --------------------             ----------------------------
                                              Joseph M. Williams
                                              Secretary/Treasurer

      Date:   September 30, 1996         By:  /s/ Norman S. Dominiak
             --------------------             ----------------------------
                                              Norman S. Dominiak
                                              Vice President and 
                                              Chief Financial Officer
                                              (Principal Accounting and
                                               Financial Officer)

      Date:   September 30, 1996         By:  /s/ Michael Gold
             --------------------             ----------------------------
                                              Michael Gold, Director
      

      Date:   September 30, 1996         By:  /s/ George A. Chandler
             --------------------             ----------------------------
                                              George A. Chandler, Director
      <PAGE>

                                                                     EXHIBIT 21

                            SUBSIDIARIES OF THE REGISTRANT

      

                                                       State or Providence
                                                        of Incorporation     
                          Company                        or Organization     
        ------------------------------------------- ------------------------
        Kimmins Contracting Corp. . . . . . . . . . Florida

        Kimmins Ltd.  . . . . . . . . . . . . . . . Ontario, Canada

        Kimmins Industrial Service Corp.  . . . . . Delaware

        Kimmins Abatement Corp. . . . . . . . . . . Delaware
        ThermoCor Kimmins, Inc. 
        (f/k/a Kimmins Thermal Corp.) . . . . . . . Florida

        TransCor Waste Services, Inc. . . . . . . . Florida

        Kimmins Recycling Corp. . . . . . . . . . . Florida

        Kimmins Incorporated  . . . . . . . . . . . Texas
        Kimmins International . . . . . . . . . . . Florida

        Fourth Avenue Holdings, Inc.  . . . . . . . Florida

        40th Street, Inc. . . . . . . . . . . . . . Florida

        Lantana Eighth Avenue Corp. . . . . . . . . Florida
        Factory Street Corporation  . . . . . . . . Tennessee



      <PAGE>

                                                                     EXHIBIT 23








                 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




      We  consent  to  the  incorporation  by  reference  in  the  Registration
      Statement (Form S-8  No. 33-29612)  pertaining to the  1987 Stock  Option
      Plan of Kimmins Corp. and in  the related Prospectus, of our report dated
      March  8, 1996, with respect to the consolidated financial statements and
      schedule of Kimmins Corp. included in the Annual Report (Form 10-K/A) for
      the year ended December 31, 1995.






                                                                               
                                                                               
                                                              ERNST & YOUNG LLP

                                                                               



      Tampa, Florida
      March 28, 1996<PAGE>

                                    KIMMINS CORP.

                   Schedule II - Valuation and Qualifying Accounts

                           Allowance for Doubtful Accounts

                                                   
                         Balance at    Additions    Deductions
                         Beginning      Charged        from      Balance at
                             of        to Costs     Allowances     End of
         Description       Period    and Expenses       (a)        Period  
      -----------------  ----------  ------------  -----------   ----------

      Year ended                                   
      December 31, 1993  $ 644,907   $     961,325 $(1,168,216)  $  438,016
                                                   
                         
      Year ended                                   
      December 31, 1994  $ 438,016   $     495,375 $  (270,394)  $  662,997
                                                   
      Year ended                                   
      December 31, 1995  $ 662,997   $     404,455 $  (670,241)  $  397,211
                                                   

      (a)   Balance represents the write-off of uncollectible accounts.































                                         S-1<PAGE>
<PAGE>