<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                           --------------------------------

                                      FORM 10-K                                

      [MARK ONE]
      [X]  Annual Report Pursuant to Section 13 or 15(d) 
           of the Securities Exchange Act of 1934

                     For the fiscal year ended December 31, 1997
                                          OR
      [ ]  Transition Report Pursuant to Section 13 or 15(d) 
           of the Securities Exchange Act of 1934

            For the transition period from _____________ to _____________.

                             Commission File No. 1-10489
                           --------------------------------
                                    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, $.001 par value      New York Stock Exchange

             Securities registered pursuant to Section 12(g) of the Act:

                                         NONE

           Indicate  by a 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 [ ]        No [X]<PAGE>


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

           As of March  31, 1998,  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 31, 1998, was $10,851,000.

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

                         DOCUMENTS INCORPORATED BY REFERENCE:

                                         NONE<PAGE>


                                    KIMMINS CORP.

                                      Form 10-K

                                  TABLE OF CONTENTS

                                                                           Page
                                                                            No.
                                                                           ----
      PART I
        Item 1  Business  . . . . . . . . . . . . . . . . . . . . . . . . . . 1
        Item 2  Properties  . . . . . . . . . . . . . . . . . . . . . . . . . 7
        Item 3  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 8
        Item 4  Submission of Matters to a vote of Security Holders . . . . . 9

      PART II
        Item 5  Market for the Registrant's Common Equity and 
                 Related Stockholder Matters  . . . . . . . . . . . . . . . . 8

      PART III
        Item 9  Changes in and Disagreements with Accountants on 
                 Accounting and Financial Disclosures . . . . . . . . . . .  34
        Item 10 Directors and Executive Officers of the Registrant  . . . .  34
        Item 11 Executive Compensation  . . . . . . . . . . . . . . . . . .  51
        Item 12 Security Ownership of Certain Beneficial 
                 Owners and Management  . . . . . . . . . . . . . . . . . .  55

      PART IV<PAGE>


          Note:  The  discussions in  this  Form 10-K  contain  forward looking
      statements that involve risks  and uncertainties. Statements contained in
      this  Form 10-K  that  are  not  historical  facts  are  forward  looking
      statements that are  subject to the  safe harbor created  by the  Private
      Securities Litigation Reform Act  of 1995. A number of  important factors
      could  cause  future results  of Kimmins  Corp.  and its  subsidiaries to
      differ materially and  significantly from those  expressed or implied  in
      past results and in any forward  looking statements made by, or on behalf
      of,  the  Company.  Factors  that  could  cause  or  contribute  to  such
      differences  include,  but  are  not  limited   to,  those  discussed  in
      "Business"  and  "Management's  Discussion   and  Analysis  of  Financial
      Condition  and  Results  of  Operations,"  as  well  as  those  discussed
      elsewhere  in this Form 10-K.  These factors include, without limitation,
      those listed in "Risk Factors" in the Company's Registration Statement on
      Form S-1 (File No. 33-12677).

                                        PART I
      Item 1.   Business

                                     THE COMPANY

          Kimmins Corp.  and  its subsidiaries  (collectively,  the  "Company")
      operates  two business  segments:   solid waste  management services  and
      specialty  contracting  services.    The  Company  provides  solid  waste
      management services through its TransCor Waste Services, Inc., subsidiary
      to commercial,  industrial, residential,  and municipal customers  in the
      state of Florida.  The Company provides specialty contracting services in
      the    south,    including   infrastructure    development;   underground
      construction; road  work; site  remediation services such  as excavation,
      removal  and disposal  of  contaminated soil;  facilities demolition  and
      dismantling; and asbestos abatement.

         The Company's services are as follows:

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

         * Specialty contracting services

           -    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,  and
                excavation and removal.<PAGE>


          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 initial 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-oriented activities.
      
          The  Company's  strategy  is to  continue  to  focus  on solid  waste
      management   services,  through   its  TransCor   Waste   Services,  Inc.
      subsidiary,  and   specialty   contracting  projects   for  private   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 has  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 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.<PAGE>


          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,  third-
      party waste  hauling organizations,  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.
      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

          Since 1988, the  Company has directed 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   governmental
      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.<PAGE>


          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.

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

      Hazardous Waste Services

          The  Company offers a range  of services for  the removal, treatment,
      and disposal of hazardous materials. The services offered include on-site
      treatment  methods,   construction  of   containment  systems,   and  the
      excavation and removal  of contaminated  material.  The  Company has  de-
      emphasized  its hazardous  waste  services and  will  only perform  these
      services in conjunction with other environmental demolition activities.

          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.<PAGE>


          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

          Note  20 of  the Notes  to Consolidated  Financial Statements  of the
      Company  for the  years ended December  31, 1995,  1996, and  1997, to be
      filed  by  amendment, will  set  forth  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, 1997, 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
      capacity  for  qualification  purposes  is  $60  million  for  individual
      projects and $120 million in the aggregate. This capacity is not intended
      to be  a limitation nor a  commitment as to the  Company's bond capacity,
      but rather  guidelines for  qualification purposes.  It is  customary for
      surety bond companies to  underwrite each surety obligation individually;
      therefore, the  potential for more or  less capacity exists based  on the
      merits  of the obligation.  Historically, the Company has obtained surety
      bond  support for individual projects in  the $53 million range while the
      aggregate  approached $100  million.   The Company  has obtained  bonding
      coverage  in  amounts  up  to $8.5  million  for  environmental projects.
      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.
      Management  believes that bonding coverages are adequate for the size and
      scope of projects being performed.

          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.<PAGE>


      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 the  home office  in Tampa,  Florida. This
      office  is located  in an  area 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.<PAGE>


      CUSTOMERS

          Customers for  the Company's solid waste  management services include
      local  and  regional  contractors,  municipalities,  institutions,  other
      third-party  waste  hauling  organizations,  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 years ended  December 31,  1995, 1996  and 1997, the
      Company's specialty contracting services  segment earned gross revenue of
      approximately $3,953,000, $14,884,000, and $12,032,000,  respectively, on
      contracts with the  Florida Department of  Transportation. For the  years
      ended  December  31,  1995,  1996   and  1997,  the  Company's  specialty
      contracting  services  segment  earned  gross  revenue  of  approximately
      $3,999,000, $2,562,000  and $30,093,000, respectively, on  contracts with
      IMC-Agrico  Company,  a  phosphate  mining  company  with  operations  on
      Florida's  west coast.  These  were the  only  customers whose  purchases
      aggregated more than 10 percent of the Company's revenues.

          For the  year ended  December 31, 1997,  57 percent  and 43  percent,
      respectively, of the  Company's gross revenue  were derived from  private
      and  governmental customers,  respectively.  Government contracts,  which
      represent a  significant  portion of  the  Company's gross  revenue,  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, 1997,  the Company  had a backlog  of uncompleted
      projects under contract aggregating approximately  $109,203,000 (compared
      to  approximately  $137,372,000  as  of  December  31,  1996),  of  which
      approximately $39,385,000  is attributable to  environmental and  utility
      contracting   services,  approximately  $2,709,000   is  attributable  to
      demolition   and  dismantling   services,  approximately   $1,100,000  is
      attributable  to  asbestos   abatement  services,  approximately  $0   is
      attributable to  site remediation services, and approximately $66,010,000
      is  attributable   to  solid  waste  management   services.  The  Company
      anticipates that it will  recognize approximately $57,000,000 of revenues
      from  these projects by the end of  1998 with the remaining revenue to be
      recognized through the year 2004.<PAGE>


      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, including
      Florida. Although  competition varies by  locality and type  of services,
      the 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,  U.S.A. Waste, 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. 

          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  currently  maintains  comprehensive  general  liability
      insurance, with total coverage  of $51 million for any  single occurrence
      and  $53 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 $1 million. In addition, the Company  has obtained a $2 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 as required on a project-by-project basis.<PAGE>


      GOVERNMENT REGULATION

          The  Company  is subject  to  an  extensive  and frequently  changing
      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.  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  became  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.

          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.

          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  33 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

          The  Company has approximately 980 employees, of which 9 are employed
      in   executive  capacities,   28  in   professional  capacities,   76  in
      administrative  capacities, 166  as field  supervisors and  701  in field
      operations.  A total of 11 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-day 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, 1997, of  $1,675,000. This
      variable  rate  note  matures on  August  1,  1999,  and currently  bears
      interest at 1.25 percent above the lender's prime rate.<PAGE>


      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

          None.

                                       PART II

      Item 5.   Market for the Registrant'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.  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.

                               1997                   High       Low   
              ------------------------------------- --------- ---------
                                                    
              First Quarter . . . . . . . . . . . . $   4.125 $   3.000
              Second Quarter  . . . . . . . . . . . $   4.000 $   2.500
              Third Quarter . . . . . . . . . . . . $   6.000 $   3.813
              Fourth Quarter  . . . . . . . . . . . $   7.000 $   4.500
                                                    
                               1996                   High       Low   
              ------------------------------------- --------- ---------
                                                    
              First Quarter . . . . . . . . . . . . $   7.875 $   5.250
              Second Quarter  . . . . . . . . . . . $   5.750 $   4.875
              Third Quarter . . . . . . . . . . . . $   5.000 $   3.500
              Fourth Quarter  . . . . . . . . . . . $   4.125 $   3.250

          The  closing stock price for  the Company's stock  on March 31, 1998,
      was $4.1875.   On March 31, 1998, there were approximately 870 holders of
      record of the common stock. Certain  record 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>


                                       PART III

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

          None.

      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 . . . . . . . . 56  President, Chief Executive
                                                  Officer, and Director
        Norman S. Dominiak  . . . . . . . . 53  Vice President
        Joseph M. Williams  . . . . . . . . 42  Secretary and Treasurer
        Michael Gold  . . . . . . . . . . . 49  Director
        George Chandler . . . . . . . . . . 68  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 and Chairman of the Board of Directors of
      TransCor since November 1992. For more  than five years prior to November
      1988, Mr. Williams  was the  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 has been 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 has also been Chief Financial Officer of
      TransCor  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.<PAGE>


          Joseph  M. Williams  has  been the  Secretary  and Treasurer  of  the
      Company since October 1988.  Since September 1997, Mr. Williams  has been
      President  and Chief Executive Officer of TransCor.  Since November 1991,
      Mr.  Williams  has  served  as  President  and  has  been  a Director  of
      Cumberland Technologies,  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. 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:

          Michael D. O'Brien, 47, 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.

          John V.  Simon Jr.,  42, has  been President  and General  Manager of
      Kimmins   Contracting   Corp.,   responsible  for   supervising   utility
      construction, 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.<PAGE>


          Section 16(a) Beneficial Ownership Reporting Compliance.  Pursuant to
      Section 16(a) of the Securities Exchange Act of 1934 and the rules issued
      thereunder,  the  Company's  executive  officers and  directors  and  any
      persons holding more  than 10 percent  of the Company's common  stock are
      required  to file with the Securities and Exchange Commission and the New
      York Stock Exchange reports  of their initial ownership of  the Company's
      common stock and any changes in ownership of such common stock.  Specific
      due dates have been established, and the  Company is required to disclose
      in its Annual Report on Form 10-K and Proxy Statement any failure to file
      such  reports by these dates.  Copies of  such reports are required to be
      furnished to the  Company.  Based solely  on its review of the  copies of
      such reports furnished to the Company, or written representations that no
      reports were required, the Company believes that, during 1996, all of its
      executive officers  (including the  Named Executive Officers),  directors
      and persons owning more than 10 percent of its common stock complied with
      the Section 16(a) requirements.

      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, 1997 (the "Named Executives"):
      <TABLE>
                              SUMMARY COMPENSATION TABLE
      <CAPTION>
                                                                     
                                           Annual Compensation       
                                    -------------------------------
                                                            Other    
                                                            Annual
                                                           Compen-
              Name and                Salary      Bonus     sation
         Principal Position    Year     ($)        ($)       ($)
      ----------------------------- ---------  ---------- ---------
      <S>                     <C>   <C>        <C>        <C>        
      Francis M. Williams      1997 $ 172,120      $0         $0     
        Chairman of the Board, 1996 $ 184,810      $0         $0
        President and Chief    1995 $ 271,137      $0         $0
        Executive Officer
                                                                     
      John V. Simon, Jr.       1997 $ 100,019  $ 108,032      $0     
        President of Kimmins   1996 $  95,000  $  25,000      $0
        Contracting Corp.      1995 $  95,000  $  81,489      $0
                                                                     
      Michael D. O'Brien       1997 $ 105,427  $       0      $0     
        Vice President         1996 $  95,000  $       0      $0
        of TransCor            1995 $  91,261  $  13,740      $0
                                                                     
      (*) 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.
      /TABLE
<PAGE>


      <TABLE>
                        SUMMARY COMPENSATION TABLE (continued)
      <CAPTION>
                                         Long-Term Compensation                
                                    -------------------------------
                                            Awards         Payouts   
                                    --------------------  ----------
                                                                        All
                                    Restricted Securities              Other
                                       Stock   Underlying             Compen-
              Name and               Award(s)   Options/     LTIP      sation
         Principal Position    Year     ($)     SARs (#)  Payouts(s)    ($)    
      ----------------------------- ---------- ---------- ---------- ----------
      <S>                     <C>   <C>        <C>        <C>        <C>
      Francis M. Williams      1997     $0             0      $0     $  996 (*)
        Chairman of the Board, 1996     $0             0      $0     $  995 (*)
        President and Chief    1995     $0             0      $0     $  989 (*)
        Executive Officer
                                                                     
      John V. Simon, Jr.       1997     $0        71,666      $0     $1,698 (*)
        President of Kimmins   1996     $0             0      $0     $1,655 (*)
        Contracting Corp.      1995     $0         3,333      $0     $1,647 (*)

      Michael D. O'Brien       1997     $0         2,000      $0     $  695 (*)
        Vice President         1996     $0             0      $0     $  695 (*)
        of TransCor            1995     $0         5,000      $0     $  695 (*)

      (*) 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.
      /TABLE
<PAGE>


           Stock Option/SAR  Grants in the Last  Fiscal Year.  Stock options or
      stock appreciation  rights granted to  Named Executives  during the  year
      ended December 31, 1997, are summarized in the table below:
      <TABLE>
                                OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
       <CAPTION>
                                           Individual Grants               
                             ----------------------------------------------
                                                                                 Potential
                                                                                Realizable
                                                                                 Value at
                             Number of   Percent of                           Assumed Annual
                             Securities    Total                              Rates of Stock 
                             Underlying Options/SARs                               Price
                              Options/   Granted to   Exercise               Appreciation for
                                SARs     Employees     or Base                Option Term (2)
                              Granted    in Fiscal      Price    Expiration ------------------ 
                Name           (#)(1)       Year      ($/Sh)(1)     Date     5% ($)   10% ($) 
       --------------------  ----------------------  ---------- ----------  -------- ---------
       <S>                   <C>       <C>           <C>        <C>         <C>      <C>
       Joseph M. Williams       50,000        18.5%  $     2.62   04/30/07  $82,385  $208,780 
                                13,333         4.9%  $     2.62   04/30/07  $21,969  $ 55,673 
                                                                            
       John V. Simon, Jr.       50,000        18.5%  $     2.62   04/30/07  $82,385  $208,780 
                                21,666         8.0%  $     2.62   04/30/07  $35,699  $ 90,469 
                                                                            
       George A. Chandler       10,000         3.7%  $     3.94   11/12/07  $24,778  $ 62,793 
                                 8,000         3.0%  $     2.62   04/30/07  $13,182  $ 33,405 
                                                                            
       Michael A. Gold . .      10,000         3.7%  $     3.94   11/12/07  $24,778  $ 62,793 
                                 8,500         3.1%  $     2.62   04/30/07  $14,005  $ 35,493 

       (1)  All  options vest and  are exercisable in 20  percent increments  annually for five
            years after  the date  of grant.  The exercise  price of  all options  is the  fair
            market value of the Company's stock at the time of the grant.

       (2)  These amounts  represent assumed rates of appreciation for  the market value of the
            Company's stock from the date  of the grant until  the end of the option period  at
            rates arbitrarily  set by  the Securities  and Exchange  Commission.  They are  not
            intended to  forecast possible future appreciation  in the Company's stock  and any
            actual gains on exercise of options are dependent on the future performance  of the
            Company's stock.
       /TABLE
<PAGE>


            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 1996 and the value of outstanding
      options as of December 31, 1997, for the Named Executives.
      <TABLE>
                          AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                 AND FISCAL YEAR-END OPTION/SAR VALUES
       <CAPTION>
                                                                  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>
       John V. Simon, Jr.              0             $0       14,333/57,333   $38,592/$154,369

       (1)  Value is calculated using  the Company's closing stock price on  December 31, 1997,
            of $5.3125 per share less the exercise price for such shares.
       </TABLE>

            No  stock options  or  stock appreciation  rights were exercised by
      Francis M.  Williams during  the year  ended December  31, 1997, and  Mr.
      Williams does not have any outstanding  stock options or SARs at December
      31, 1997.
      <TABLE>
                                    TEN-YEAR OPTION/SAR REPRICINGS
       <CAPTION>
                                                                                     Length of
                                          Number of     Market                       Original
                                          Securities   Price of  Exercise             Option
                                         Underlining   Stock at  Price at              Term
                                           Options/    Time of    Time of            Remaining
                                             SARs     Repricing  Repricing   New    at Date of
                                         Repriced or     or         or     Exercise  Repricing
                                           Amended   Amendment   Amendment   Price      or
                 Name             Date       (#)         ($)        ($)       ($)    Amendment
       -----------------------  -------- ----------- ----------  --------- -------- ----------
       <S>                      <C>      <C>         <C>         <C>       <C>      <C>
       Norman S. Dominiak       04/30/97        7,500   $2.62      $4.50     $2.62    8 years
       Vice President                                                          
                                                                               
       Joseph M. Williams       04/30/97       13,333   $2.62      $4.50     $2.62    8 years
       Secretary/Treasurer
                                                                               
       Michael D. O'Brien       04/30/97       15,976   $2.62      $4.50     $2.62    8 years
       Vice President of
       TransCor
                                                                               
       John V. Simon, Jr.       04/30/97       21,666   $2.62      $4.50     $2.62    8 years
       President of Kimmins                                                    
       Contracting Corp.
       /TABLE
<PAGE>


            Compensation Committee Interlocks and Insider Participation. During
      the  year ended  December 31,  1997, Francis  M. Williams,  the Company's
      President and Chairman of the Board of Directors, served as President and
      Chairman of the  Board of Directors  of TransCor, and Norman  S. Dominiak
      served as Chief Financial Officer of the Company and TransCor.

          Compensation of  Directors. During the year ended  December 31, 1997,
      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  975,000  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
      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, 1997, Joseph M. Williams held 63,333 options to purchase the
      Company's  stock  at  $2.62   per  share  of  which  12,667   shares  are
      exercisable.  At December  31,  1997, John  V.  Simon, Jr.,  held  71,666
      options to  purchase the  Company's stock at  $2.62 per  share, of  which
      14,333 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.<PAGE>


      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, 1997, interest expense  and compensation expense relating to
      the ESOP were  $133,000 and  $480,000, respectively. As  of December  31,
      1997,  the  unpaid  ESOP  debt  is  also  reflected  as  a  reduction  in
      stockholders' equity.<PAGE>


      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 31,  1998, 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 executive  officers  and directors  of  the
      Company as a group:
      <TABLE>
       <CAPTION>
                                                                                       Percent
                                                                                         of
           Name and Address of                                               Percent    Total
             Beneficial Owner                                                  of      Voting
                   (1)                Title of Class     Number of Shares     Class     Power 
       --------------------------- -------------------- ------------------ ----------  -------
       <S>                         <C>                  <C>         <C>    <C>         <C>
       Francis M. Williams         Common Stock           1,857,065   (2)       41.8%    61.6%
                                   Class B Common Stock   2,291,569            100.0% 
                                                                                      
       Joseph M. Williams          Common Stock             366,244   (3)         8.2%    5.4%
                                                                                      
       John V. Simon, Jr.          Common Stock              20,759   (4)          *       *  
                                                                                      
       Michael Gold                Common Stock              14,923   (5)          *       *  
                                                                                      
       George Chandler             Common Stock               7,914   (6)          *       *  
                                                                                      
       All executive officers      Common Stock           2,263,436 (2)(3)       50.9%
       and directors as a group                                     (5)(7)               67.3%
       (five persons)              Class B Common Stock   2,291,569             100.0%
       </TABLE>

       (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.

      (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 a 50 percent 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; 4,464 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., which is owned 100 percent by Mr. Williams.

      (3) Includes 10,000 shares owned by Mr. Joseph M. Williams; 12,667 shares
          issuable upon exercise of  currently exercisable stock options; 2,355
          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.<PAGE>


      (4) Includes 1,500 shares owned by Mr. Simon; 14,333 shares issuable upon
          exercise  of currently  exercisable stock  options; and  5,726 shares
          held  by the Company's  401(k) and ESOP  plans of which  Mr. Simon is
          fully vested.

      (5) 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 3,700 shares issuable upon exercise of currently
          exercisable stock options.

      (6) Includes  3,114  shares  owned  by  Mr.  Chandler;  and 3,600  shares
          issuable upon exercise of currently exercisable stock options. 

      (7) Includes   19,100  shares   issuable  upon   exercise   of  currently
          exercisable stock options; 6,250 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.<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:  April 17, 1998        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:  April 17, 1998            /s/ Francis M. Williams                 
           ---------------------       ----------------------------------------
                                       Francis M. Williams
                                       President and Director
                                       (Chief Executive Officer)
                                  
      Date:  April 17, 1998            /s/ Joseph M. Williams                  
           ---------------------       ----------------------------------------
                                       Joseph M. Williams
                                       Secretary/Treasurer
                                  
      Date:  April 17, 1998            /s/ Norman S. Dominiak                  
           ---------------------       ----------------------------------------
                                       Norman S. Dominiak
                                       Vice President, Treasurer and 
                                       Chief Financial Officer
                                       (Principal Accounting and 
                                        Financial Officer)
                                  
      Date:  April 17, 1998            /s/ Michael A. Gold                     
           ---------------------       ----------------------------------------
                                       Michael A. Gold, Director
                                   
      Date:  April 17, 1998            /s/ George A. Chandler                  
           ---------------------       ----------------------------------------
                                       George A. Chandler, Director
      <PAGE>