PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 1, 1996)
37,398 Shares
Common Stock
This Prospectus Supplement pertains to the offer and sale of up
to 37,398 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), of Superior Services, Inc. (the "Company") by or for the account
of D&K Refuse and Recycling, Inc. ("Selling Shareholder").
This Prospectus Supplement does not contain complete information
regarding the offering of Common Stock by the Selling Shareholder and
should be read only in conjunction with the Prospectus annexed hereto.
The Company will not receive any proceeds from the sale of
shares of Common Stock by the Selling Shareholder.
See "Risk Factors" commencing on page 4 of the Prospectus for a
discussion of certain factors that should be considered by investors in
evaluating an investment in the Common Stock offered hereby.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
________________________
The Common Stock may be offered from time to time in negotiated
transactions or otherwise at market prices prevailing at the time of each
sale, subject to the right to reject any order in whole or in part.
<TABLE>
Information with Respect to
Selling Shareholder
<CAPTION>
Number of Shares Number of Shares
of Common Stock Owned Number of of Common Stock to be Owned
Name Prior to Offering Shares Offered After Offering
<S> <C> <C> <C>
D&K Refuse and Recycling, Inc.<F1> 37,398 <F1> 37,398 0
___________________________________
<FN>
<F1> The Selling Shareholder acquired 37,398 shares of Common
Stock from the Company as part of the consideration paid pursuant to the
Company's acquisition of the assets and business of the Selling
Shareholder's solid waste collection and recycling operations, which
service the area in and around Buffalo, Minnesota. The acquisition was
completed on December 16, 1996.
</TABLE>
The date of this Prospectus Supplement is December 30, 1996.
