SUPERIOR SERVICES INC, 424B5, 1997-09-12

SUPERIOR SERVICES INC
424B5, 1997-09-12
HAZARDOUS WASTE MANAGEMENT

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Rule Number 424(b)(5)
Registration Number 333-33141

PROSPECTUS SUPPLEMENT 4,000,000 SHARES
(To Prospectus dated August 7, 1997)

[Logo]

COMMON STOCK
____________________

All of the 4,000,000 shares of Common Stock offered hereby are being
sold by Superior Services, Inc. ("Superior" or the "Company"). The
Company's Common Stock, $.01 par value ("Common Stock"), is traded on the
Nasdaq National Market under the symbol "SUPR." On September 11, 1997, the
closing sale price of the Common Stock was $28.063 per share. See "Price
Range of Common Stock."

_____________

See "Risk Factors" commencing on page S-7 hereof for a discussion of
certain matters that should be considered by prospective investors.
_____________

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 SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Price Underwriting Proceeds
to Discounts and to
Public Commissions Company(1)
Per Share . . . . $28.00 $1.40 $26.60

Total(2) . . . . $112,000,000 $5,600,000 $106,400,000

(1) Before deducting offering expenses payable by the Company, estimated
at $350,000.
(2) The Company has granted the Underwriters a 30-day option to purchase
up to 600,000 additional shares of Common Stock solely to cover
over-allotments, if any. To the extent the option is exercised, the
Underwriters will offer the additional shares at the Price to Public
shown above. If the option is exercised in full, the total Price to
Public, Underwriting Discounts and Commissions and Proceeds to
Company will be $128,800,000, $6,440,000 and $122,360,000,
respectively. See "Underwriting."
______________

The shares of Common Stock are offered by the several Underwriters,
subject to prior sale, when, as and if delivered to and accepted by them,
and subject to the right of the Underwriters to reject any order in whole
or in part. It is expected that delivery of the shares of Common Stock
will be at the offices of BT Alex. Brown Incorporated, Baltimore,
Maryland, on or about September 17, 1997.

BT Alex. Brown

Goldman, Sachs & Co.

Robert W. Baird & Co.
Incorporated

Raymond James & Associates, Inc.

The date of this Prospectus Supplement is September 12, 1997.

<PAGE>
SUPERIOR SERVICES, INC.
OPERATING LOCATIONS
JUNE 30, 1997

[MAP OF LOCATIONS]

_________________________

IN CONNECTION WITH THIS OFFERING, CERTAIN PERSONS PARTICIPATING IN
THIS OFFERING MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE
COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103
UNDER REGULATION M. SEE "UNDERWRITING."

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF
THE COMMON STOCK. THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF THE
COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
_________________________

PROSPECTUS SUPPLEMENT SUMMARY

The following summary is qualified in its entirety by the more
detailed information contained elsewhere in this Prospectus Supplement and
in the accompanying Prospectus and the Company's consolidated financial
statements and notes thereto incorporated herein by reference. Except as
otherwise indicated, all information in this Prospectus Supplement assumes
no exercise of the Underwriters' over-allotment option. See
"Underwriting." Except where the context otherwise requires, references
to the terms "Superior" and the "Company" refer to Superior Services, Inc.
and its subsidiaries.

The Company

Superior Services, Inc. ("Superior" or the "Company") is an
acquisition-oriented integrated solid waste services company providing
solid waste collection, transfer, recycling and disposal services. As of
June 30, 1997, the Company served over 400,000 residential, commercial and
industrial customers in Wisconsin and in Alabama, Illinois, Iowa,
Michigan, Minnesota, Missouri, Ohio and Pennsylvania.

As of June 30, 1997, Superior owned and operated 10 landfills, 29
collection operations, 14 recycling facilities and nine transfer stations.
As of such date, the Company also owned one greenfield landfill and had
entered into an agreement to purchase another greenfield landfill
currently under development. The Company also manages five other
landfills for third parties and has entered into an agreement, subject to
final regulatory approval, to operate on an interim basis a municipal
solid waste landfill pending its proposed acquisition by the Company. The
Company also provides other integrated waste services, most of which are
project-based and a substantial number of which provide additional waste
volumes to the Company's landfills.

Superior's objective is to be one of the largest and most profitable
fully integrated providers of solid waste collection and disposal services
in each market it serves. The Company's strategy to achieve this
objective is to (i) continue to expand its operations and customer base in
its existing markets and to enter new markets through the acquisition of
other solid waste operations; (ii) pursue internal growth opportunities in
its current markets; and (iii) achieve continuing operating improvements
in its business. Superior's principal strategy for future growth is
through the acquisition of additional solid waste disposal, transfer and
collection operations. The Company believes that its reputation,
strategy, culture and financial strength make it an attractive buyer to
acquisition candidates. The Company's operating strategy emphasizes the
integration of its solid waste collection and disposal operations and the
internalization of waste collected. The Company believes its growth and
operating strategies will lead to sustainable growth in revenue and
profitability.

The Company is a Wisconsin corporation with its principal executive
offices located at 10150 West National Avenue, Suite 350, West Allis,
Wisconsin 53227, and its telephone number is (414) 328-2800.

Developments Since March 1996 IPO

Acquisitions Completed and New Markets Entered

Since its initial public offering through September 11, 1997, the
Company has acquired 32 solid waste operations, including five landfills,
one greenfield landfill, two recycling operations and 24 collection
operations, having aggregate annualized revenues of over $81 million.
These acquisitions took the Company into 10 new service markets in four
new states including: Eau Claire, Wisconsin; St. Louis, Missouri;
Mansfield, Columbus and Zanesville, Ohio; Dubois, State College and
Kersey, Pennsylvania; and Birmingham and Tuscaloosa, Alabama. Such
acquisitions during this period included 13 "tuck-in" acquisitions of
collection operations which were combined with the Company's collection
companies in pre-existing service markets and four tuck-in acquisitions in
the new service markets entered since the Company's initial public
offering.

Letters of Intent and Agreements to Acquire Additional Operations

As of September 11, 1997, the Company had entered into nonbinding,
preliminary letters of intent and purchase agreements relating to the
possible acquisition of three additional solid waste landfills (two in new
service markets) and several collection companies (one in a new service
market), which the Company estimates represent aggregate annualized
revenues of over $17 million. There can be no assurance that actual
revenues realized by the Company from the successful acquisition of these
potential acquisition candidates will not differ or differ materially from
the Company's estimate or that any of these letters of intent or purchase
agreements will lead to completed acquisitions on the terms contemplated.
The Company also has identified a significant number of additional
potential acquisition candidates and is engaged in active preliminary
discussions with other potential acquisition candidates in both new and
existing markets.

Amendment and Increase of Revolving Credit Facility

The Company's revolving credit facility with a syndicate of banks was
amended in March 1997 to, among other things, increase the Company's
borrowing capacity from $50 million to $110 million, eliminate certain
covenants and lower the Company's borrowing costs. The Company also has
the ability under its revolving credit facility to request an additional
$40 million increase in its borrowing capacity. As of June 30, 1997, the
aggregate outstanding principal indebtedness under the revolving credit
facility was $60 million.

Expansion of Management Team and Market Development Group

Since its initial public offering, the Company has expanded its
senior management team and market development group through the addition
of several new officers and key employees, most with more than 10 years
experience in the solid waste industry, including personnel with expertise
in operations, acquisitions and market development. As of June 30, 1997,
the Company's market development group included eight full-time personnel
and a full-time Vice President of Market Development, all of whom have
been either newly appointed or hired since the Company's initial public
offering. The Company plans to add additional persons to its existing
market development group prior to December 31, 1997.

The Offering

Common Stock offered by the Company 4,000,000 shares
Common Stock to be outstanding after
the offering . . . . . . . . . . . 23,270,214 shares(1)
Use of proceeds . . . . . . . . . . To repay indebtedness and support
the Company's strategy to grow
through the acquisition of other
solid waste operations
Nasdaq National Market symbol . . . SUPR
___________________

(1) Excludes 1,260,555 shares issuable upon exercise of stock options
outstanding as of June 30, 1997 with a weighted average exercise
price of $13.81 per share.

Summary Consolidated Financial and Operating Data
(in thousands, except per share data)

<TABLE>
<CAPTION>
Six months
Years ended December 31,(1) ended June 30,(1)
1992 1993 1994 1995 1996 1996 1997

<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues . . . . . . . . . $44,943 $67,304 $76,297 $96,175 $117,121 $52,085 $ 75,974
Cost of operations . . . . 28,430 39,262 46,417 49,897 60,593 27,346 41,230
Selling, general and
administrative expenses . 8,425 12,106 15,054 16,561 18,677 8,502 11,830
Merger costs . . . . . . . - - - - - - 1,035
Depreciation and
amortization . . . . . . . 4,131 6,180 9,488 13,357 16,767 7,894 10,301
-------- -------- -------- -------- --------- -------- --------
Operating income from
continuing operations . . 3,957 9,756 5,338 16,360 21,084 8,343 11,578
Interest expense . . . . . (1,293) (1,531) (2,245) (2,853) (859) (543) (559)
Other income . . . . . . . 165 228 27 290 478 486 2
-------- -------- -------- --------- -------- -------- --------
Income from continuing
operations before income
taxes . . . . . . . . . . 2,829 8,453 3,120 13,797 20,703 8,286 11,021
Income taxes(2) . . . . . . 1,431 3,343 1,389 5,733 8,540 3,418 4,687
--------- -------- --------- --------- -------- --------- ---------
Income from continuing
operations(2) . . . . . . 1,398 5,110 1,731 8,064 12,163 4,868 6,334
Income (loss) from
discontinued operations,
net of income tax(3) . . . 108 56 (5,735) (329) - - -
-------- -------- --------- --------- -------- --------- --------
Net income (loss)(2) . . . $ 1,506 $ 5,166 $ (4,004) $ 7,735 $12,163 $ 4,868 $ 6,334
======== ======== ======== ======== ======== ======== ========
Earnings per share from
continuing operations(2) . $ 0.18 $ 0.42 $ 0.13 $ 0.53 $ 0.67 $ 0.28 $ 0.33
======= ======= ======== ======== ======== ======== ========
Earnings (loss) per
share(2) . . . . . . . . . $ 0.19 $ 0.42 $ (0.30) $ 0.51 $ 0.67 $ 0.28 $ 0.33
======= ======= ======== ======== ======== ======== =======
Weighted average shares
outstanding . . . . . . . 7,921 12,213 13,534 15,179 18,149 17,328 19,427
Operating Data:
Net cash provided by
operating activities(2) . . $ 8,082 $ 8,970 $ 10,428 $ 27,117 $ 30,277 $ 9,337 $14,189
Net cash used in investing
activities . . . . . . . . (11,494) (24,378) (20,954) (9,558) (37,601) (9,021) (87,008)
Net cash provided by
(used in) financing . . . . 2,045 17,459 9,538 (17,207) 20,802 18,647 61,304
EBITDA(4) . . . . . . . . . 8,088 15,936 14,826 29,717 37,851 16,237 $21,879
EBITDA margin(5) . . . . . . 18.0% 23.7% 19.4% 30.9% 32.3% 31.2% 28.8%

<CAPTION>
June 30, 1997(1)
As
Actual adjusted(6)

<S> <C> <C>
Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,064 $ 50,691
Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,403 54,453
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,180 164,180
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 273,020 318,647
Long-term debt, net of current maturities . . . . . . . . . . . . . . . . . . . . . . . 60,565 565
Total common shareholders' investment . . . . . . . . . . . . . . . . . . . . . . . . . 120,965 227,015

____________________

(1) All financial data at and for the years ended December 31, 1995 and
1996 and at and for the six-month periods ended June 30, 1996 and
1997 have been restated and give retroactive effect to reflect the
Company's June 27, 1997 acquisition of Resource Recovery Transfer &
Transportation, Inc ("R2T2") in a transaction accounted for as a
pooling of interests. Such financial information is unaudited
because the Company has not yet issued complete restated audited
financial statements to reflect the effects of the acquisition of
R2T2 (accounted for as a pooling of interests) as its impact on the
historical results of operations and financial condition of the
Company was not significant. Periods prior to 1995 have not been
restated to include the accounts and operations of R2T2 as combined
results are not materially different from results as previously
presented. The data for the six-month periods ended June 30, 1996
and 1997 were derived from the Company's unaudited consolidated
financial statements.

(2) Substantially all of the Company's predecessors were S Corporations
for federal and state income tax purposes through December 31, 1992.
As a result, the responsibility for the Company's income taxes for
1992 was passed through to its shareholders rather than being a
corporate responsibility. Income taxes, income from continuing
operations, net income and earnings per share for 1992 reflect income
tax expense on a pro forma basis as if the Company was a C
Corporation.

(3) Includes losses on disposition of discontinued operations, net of
income taxes of $5,042,000 and $329,000 for 1994 and 1995,
respectively.

(4) EBITDA is defined as operating income from continuing operations plus
depreciation and amortization. EBITDA should not be considered an
alternative to (i) operating income or net income (as determined in
accordance with generally accepted accounting principles ("GAAP")) as
an indicator of the Company's operating performance or (ii) cash
flows from operating activities (as determined in accordance with
GAAP) as a measure of operating performance or liquidity. However,
the Company has included EBITDA data (which are not a measure of
financial performance under GAAP) because it understands that such
data are commonly used by certain investors to evaluate a company's
performance in the solid waste industry. Furthermore, the Company
believes that EBITDA data are relevant to an understanding of the
Company's performance because they reflect the Company's ability to
generate cash flows sufficient to satisfy its debt service, capital
expenditure and working capital requirements. The Company therefore
interprets the trends that EBITDA depicts as one measure of the
Company's operating performance. However, funds depicted by the
EBITDA measure may not be available for debt service, capital
expenditures or working capital due to legal or functional
requirements to conserve funds or other commitments or uncertainties.
EBITDA, as measured by the Company, might not be comparable to
similarly titled measures reported by other companies. Therefore, in
evaluating EBITDA data, investors should consider, among other
factors: the non-GAAP nature of EBITDA data; actual cash flows; the
actual availability of funds for debt service, capital expenditures
and working capital; and the comparability of the Company's EBITDA
data to similarly titled measures reported by other companies.

(5) EBITDA margin represents EBITDA expressed as a percentage of revenues
for the indicated period.

(6) Adjusted to reflect the sale of shares offered by the Company hereby
at the offering price of $28.00 per share and the initial
application of the net proceeds therefrom as described in "Use of
Proceeds."

</TABLE>

RISK FACTORS

In addition to the other information in this Prospectus
Supplement and the accompanying Prospectus, the following factors should
be considered carefully in evaluating an investment in the shares of
Common Stock offered by this Prospectus Supplement. Certain matters
discussed or incorporated by reference in this Prospectus Supplement and
the accompanying Prospectus are "forward-looking statements" intended to
qualify for the safe harbors from liability established by the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement will include words such as the Company "believes,"
"anticipates," "expects" or words of similar import. Similarly,
statements that describe the Company's future plans, objectives or goals
are also forward-looking statements. Such forward-looking statements are
subject to certain risks and uncertainties, including particularly the
risk factors described below, which may cause actual results to differ
materially from those anticipated as of the date of this Prospectus
Supplement. Shareholders, potential investors and other readers are urged
to consider these factors in evaluating the forward-looking statements and
are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements included or incorporated by
reference herein are only made as of the date of this Prospectus
Supplement and the Company undertakes no obligation to publicly update
such forward-looking statements to reflect subsequent events or
circumstances. Readers are cautioned that the following important risk
factors, in addition to those discussed elsewhere herein, could affect the
future results of the Company and cause those results to differ materially
from those expressed in such forward-looking statements.

Ability to Manage Growth. Since the Company's March 1996
initial public offering through September 11, 1997, the Company has acquired
32 solid waste collection, transfer and disposal operations (including one
greenfield landfill) and, as of September 11, 1997, was a party to
nonbinding, preliminary letters of intent and purchase agreements relating
to the possible acquisition of three additional solid waste landfills and
several collection companies. A single acquisition transaction may
involve the purchase of multiple business operations. There can be no
assurance that the Company will be able to complete any of these
acquisitions or, if completed, that the terms of any such potential
acquisitions will be the same as the terms contemplated by the letters of
intent or purchase agreements. As a result of the Company's past
acquisitions and its potential additional future acquisitions, the Company
has experienced, and may continue to experience, a period or periods of
rapid growth and expansion which has placed, and could continue to place,
additional demands on the Company's management, personnel, resources and
management information systems. To support and continue this potential
growth, the Company will need to continue to attract, train, motivate,
retain and supervise its management and key employees. Any failure by the
Company to manage its growth and potential additional future growth
effectively would be likely to have an adverse effect on the Company's
results of operations. Any failure to recruit appropriate additional
personnel in an efficient manner and at a pace consistent with the
Company's business growth could have an adverse effect on the Company's
results of operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Management."

Availability and Integration of Acquisition Targets. Superior's
strategy envisions that a substantial part of its future growth will
result from acquiring and integrating additional solid waste collection,
transfer and disposal operations. There can be no assurance that the
Company will be able to continue to identify additional suitable
acquisition candidates or, if identified, negotiate successfully their
acquisition. If the Company is successful in identifying and negotiating
additional suitable acquisitions, there can be no assurance that any debt
or equity financing necessary to complete any of such acquisitions can be
arranged on terms satisfactory to the Company or that any such financing
will not significantly increase the Company's leverage or result in
additional dilution to existing shareholders. See "Potential Inability to
Finance the Company's Growth" below. Moreover, there can be no assurance
that the Company will be able to continue to integrate successfully any
acquired operations, or manage or improve the operating or administrative
efficiencies or productivity of any acquired operations. As the Company
continues to pursue acquisition opportunities in new market areas, the
potential additional geographic expansion of the Company's operations
resulting from the successful completion of some of those acquisition
opportunities will make it more difficult for the Company to successfully
and efficiently integrate such operations with the Company's existing
operations. Similarly, the Company may not realize as many synergies and
efficiencies from acquiring operations outside its existing market areas.
Failure by the Company to implement successfully its acquisition strategy
will limit, and may limit materially, the Company's growth potential and
may adversely affect the Company's results of operations. See "Business-
Strategy."

The ongoing consolidation and integration activity in the solid
waste industry, as well as the difficulties, uncertainties and expense
relating to the development and permitting of solid waste landfills and
transfer stations, has increased competition for the acquisition of
existing solid waste collection, transfer and disposal operations.
Increased competition for acquisition candidates has resulted, and may
continue to result, in fewer attractive acquisition opportunities being
made available to the Company, as well as less advantageous acquisition
terms, including particularly increased purchase prices. These
circumstances may increase acquisition costs to levels beyond the
Company's financial capability or pricing parameters or which, as to
acquisitions made by the Company, may have an adverse effect on the
Company's results of operations. Several of the Company's competitors for
acquisitions are larger, better known companies with greater resources
than the Company. The Company also believes that a significant factor in
its ability to consummate additional acquisitions will be the relative
attractiveness of its Common Stock as an investment instrument to
potential acquisition candidates. This attractiveness may, in large part,
be dependent upon the relative market price and capital appreciation
prospects of the Common Stock compared to the equity securities of the
Company's competitors. See "Limited Public Trading History; Possible
Stock Price Volatility" below and "Price Range of Common Stock."

Restrictions on Landfill Expansion and Development. As its
various landfills approach their respective allowed permitted disposal
capacity, Superior will need to obtain permits to expand, obtain
additional disposal capacity or dispose of its collected waste at
landfills owned by others. The permitting process for landfill expansion
and new development is lengthy, difficult, expensive and subject to
substantial uncertainty. Even when granted, final permits are often not
approved until an existing landfill's remaining disposal capacity is very
low. There can be no assurance that the Company will be able to
successfully add additional disposal capacity when needed or, if added,
that such capacity can be added on satisfactory terms or at its landfills
or in markets where expansion and additional disposal capacity is most
immediately needed. Failure to successfully add additional landfill
capacity when and where needed could have a material adverse effect on the
Company's results of operations and financial condition. See "Business-
Regulation."

Competition. The solid waste services industry is highly
competitive, very fragmented and requires substantial labor and capital
resources. Virtually all of the markets in which the Company competes or
will likely compete in the near future are served by one or more of the
large national solid waste companies, as well as numerous regional and
local solid waste companies of varying sizes and resources. Intense
competition exists not only to provide services to customers but also to
acquire other operations within each market. The national solid waste
companies and some of the large regional companies have significantly
greater financial and other resources than the Company. From time to
time, these or other competitors may reduce the price of their services in
an effort to expand market share or to win a competitively bid municipal
solid waste collection contract. These practices may either require the
Company to reduce the pricing of its services or result in its loss of
business. Historically, the Company has provided substantially all of its
residential collection services under municipal contracts. As is
generally the case in the industry, these contracts are subject to
periodic competitive bidding. There can be no assurance that the Company
will be the successful bidder in the competition to obtain or retain these
contracts. The Company's inability to compete with larger and better
capitalized companies, or to replace a significant number of municipal
contracts lost through the competitive bidding process with comparable
contracts or other revenue sources within a reasonable time period, could
have a material adverse effect on the Company's results of operations.
Also, as the Company continues to acquire other solid waste collection
operations, there can be no assurance that the Company will be able to
retain the customers of the acquired operations. The Company also
competes, to a lesser extent, with certain municipalities that maintain
their own solid waste disposal operations. These municipalities may have
certain advantages over the Company in financing their operations due to
the availability of tax revenues and tax-exempt financing. See "Business-
Competition."

Geographic Concentration. A substantial majority of the
Company's operations and customers continue to be located in the Upper
Midwest and, in particular, in Wisconsin. As a consequence, the Company's
results of operations remain susceptible to downturns in the general
economy in this geographic region. Since the Company's March 1996 initial
public offering, the Company has completed acquisitions of solid waste
collection, transfer and disposal operations in four new states: Alabama,
Missouri, Ohio and Pennsylvania; however, there can be no assurance that
the Company will be able to complete a sufficient number of additional
acquisitions in these new markets or in other markets to achieve a
significant level of geographic diversification. Moreover, if the Company
is successful in effecting business acquisitions outside of its current
market areas, there can be no assurance that the Company will be able to
successfully manage or fully realize operating efficiencies from such
operations. See "Availability and Integration of Acquisition Targets"
above and "Business-Strategy; Expansion Through Acquisitions."

Commodity Risk Upon Resale of Recyclables. One of the
components of the Company's business is providing recycling services to
customers. The resale prices of, and demand for, recyclable waste
products, particularly wastepaper, have been, and may continue to be,
volatile and subject to changing market conditions. Accordingly, the
Company's results of operations have been and will continue to be
affected, and may be affected materially, by changing resale prices or
demand for certain recyclable waste products, particularly wastepaper.
These changes may also contribute to significant variability in the
Company's period-to-period results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Seasonality of Business. The Company's historical results of
operations have tended to vary seasonally, with the first quarter of the
year typically generating the least amount of revenues, with revenues
higher in the second and third quarter, followed by a decline in the
fourth quarter. This seasonality reflects the lower volume of waste
generated and decreased revenues from project-based and other integrated
waste services during the fall and winter months, as well as the operating
difficulties experienced from the protracted periods of cold and inclement
weather typically experienced during the winter in the Upper Midwest.
Certain operating and other fixed costs have remained relatively constant
throughout the calendar year, resulting in a similar seasonality of
operating income. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Seasonality."

Potential Charges Related to Capitalized Expenditures. In
accordance with generally accepted accounting principles, the Company
capitalizes certain expenditures and advances directly associated with
landfill expansion and development projects and pending acquisitions.
Indirect costs, such as executive salaries, market development personnel
salaries, general corporate overhead, public affairs and other corporate
services, are expensed as incurred. The Company's policy is to charge
against net income any unamortized capitalized expenditures and advances
(net of any portion thereof that the Company estimates will be
recoverable, through sale or otherwise) relating to any landfill that will
be permanently closed, any pending acquisition that is not consummated and
any landfill expansion or development project not completed successfully.
The Company recognized charges against its net income in the six-month
period ended June 30, 1997 relating to a terminated acquisition attempt.
There can be no assurance that the Company will not be required to incur
additional charges in the future against its net income in accordance with
this policy. Any such charges against net income, if significant, could
have a material adverse effect on the Company's results of operations and
possibly its financial condition. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations-General" and "-
Six Months Ended June 30, 1997 vs. Six Months Ended June 30, 1996."

Potential Inability to Finance the Company's Growth. Superior
anticipates that future business acquisitions will be financed principally
through the issuance of Common Stock and/or the payment of cash, as well
as through the assumption of debt of the acquired operations. To the
extent that the Company's then available resources are insufficient to
fund such cash requirements, the Company will require additional equity
and/or debt financing in order to provide the cash to effect such
acquisitions. There can be no assurance that the Company will have
sufficient existing capital resources or will be able to raise sufficient
additional capital resources on terms satisfactory to the Company, if at
all, in order to meet any or all of the foregoing capital requirements.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources."

Use of Alternatives to Landfill Disposal/Waste Reduction
Programs. Alternatives to landfill disposal, such as recycling,
incineration and composting, are used throughout the United States. There
also has been a trend at the state and local levels to mandate recycling
and waste reduction at the source and to prohibit the disposal of certain
types of wastes at landfills. Many states (including states in which the
Company operates) have enacted laws that require counties to adopt
comprehensive plans to reduce the volume of solid waste deposited in
landfills through waste planning, composting, recycling or other programs.
Some states (including states in which the Company operates) have adopted
legislation that prohibits the disposal of yard waste, tires and other
items in landfills. These developments have resulted, and could continue
to result, in a reduction in the volume of waste destined for landfills in
certain areas, which may affect the Company's ability to operate its
landfills at their full capacity and/or affect the prices that can be
charged for landfill disposal services. Such effects could have a
material adverse effect on the Company's results of operations. See
"Business-Current Operations; Recycling Services" and "-Regulation; State
and Local Regulations."

Government Regulation. The Company is subject to extensive and
evolving environmental laws and regulations which have become increasingly
stringent in recent years as a result of greater public interest in
protecting the environment. These laws and regulations affect the
Company's business in many ways, including the ways set forth below and
under "Business-Regulation," and will continue to impose substantial costs
on the Company.

In order to develop, operate and expand solid waste facilities,
it is necessary to obtain and maintain in effect one or more licenses or
permits, as well as zoning, environmental and/or other land use approvals.
These licenses or permits and approvals are difficult and time consuming
to obtain and renew and are frequently subject to opposition by various
elected officials or citizens groups. See "Business-Legal Proceedings."
There can be no assurance that the Company will be successful in obtaining
and maintaining in effect the permits and approvals required for the
successful operation and growth of its business, and the failure by the
Company to obtain or maintain in effect a permit or approval significant
to its business would have a material adverse effect on the Company's
results of operations and financial condition.

The design, operation and closure of landfills is extensively
regulated. These regulations include, among others, the regulations
("Subtitle D Regulations") establishing minimum federal requirements
adopted by the United States Environmental Protection Agency ("EPA") in
October 1991 under Subtitle D of the Resource Conservation and Recovery
Act of 1976 ("RCRA"). Most states maintain extensive landfill regulations
which have been updated or replaced with new regulations consistent with,
or more stringent than, the Subtitle D Regulations. Failure to comply
with these regulations could require the Company to undertake
investigatory or remedial activities, to curtail operations or to close a
landfill temporarily or permanently. Future changes in these regulations
may require the Company to modify, supplement or replace equipment or
facilities at costs which may be substantial. The failure of regulatory
agencies to enforce these regulations vigorously or consistently may give
an advantage to competitors of the Company whose facilities do not comply
with the Subtitle D Regulations or its state counterparts. The Company's
ultimate financial obligations relating to any failure to comply with
these regulations could have a material adverse effect on the Company's
results of operations and financial condition. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations-
Liquidity and Capital Resources."

Companies in the solid waste services business, including the
Company, are frequently subject in the normal course of business to
judicial and administrative proceedings involving federal, state or local
agencies or citizen groups. These citizens groups or governmental
agencies may seek to impose fines or penalties on the Company or to revoke
or deny renewal of the Company's operating permits or licenses for
violations or alleged violations of environmental laws or regulations or
require that the Company make expenditures to remediate potential
environmental problems relating to waste disposed of or stored by the
Company or its predecessors, or resulting from its or its predecessors'
transportation and collection operations. The Company has been subject,
and may continue to be subject, to actions brought by individuals or
community groups in connection with the permitting or licensing of its
operations, and alleged violation of such permits or licenses or other
matters. Any adverse outcome in the types of proceedings described in
this paragraph could have a material adverse effect on the Company's
financial condition or results of operations and may subject the Company
to adverse publicity. See "Potential Environmental Liability" below and
"Business-Legal Proceedings."

Potential Environmental Liability. The Company is subject to
liability for any environmental damage that its solid waste facilities or
hazardous waste transfer and temporary storage facility may cause to
neighboring landowners, particularly as a result of the contamination of
drinking water sources or soil, including damage resulting from conditions
existing prior to the acquisition of such facilities by the Company. The
Company may also be subject to liability for any off-site environmental
contamination caused by pollutants or hazardous substances, the
transportation, treatment or disposal of which was arranged by the Company
or its predecessors. Any substantial liability for environmental damage
incurred by the Company could have a material adverse effect on the
Company's financial condition and results of operations. See "Business-
Regulation."

The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("Superfund" or "CERCLA"), imposes
strict, joint and several liability on the present owners and operators of
facilities from which a release of hazardous substances into the
environment has occurred, as well as any party that owned or operated the
facility at the time of disposal of the hazardous substances regardless of
when the hazardous substance was first detected. Similar liability is
imposed upon the generators of waste which contains hazardous substances
and upon hazardous substance transporters that select the treatment,
storage or disposal site. All such persons, who are referred to as
potentially responsible parties ("PRPs"), generally are jointly and
severally liable for the expense of waste site investigation, waste site
cleanup costs and natural resource damages, regardless of whether they
exercised due care and complied with all relevant laws and regulations.
These costs can be very substantial. Furthermore, such liability can be
based upon the existence of even very small amounts of the more than 700
"hazardous substances" listed by the EPA and is not limited to the
disposal of "hazardous wastes," as statutorily defined. It is likely that
hazardous substances have in the past come to be located in landfills with
which the Company has been associated as an owner or operator. Moreover,
the Company's solid waste collection operations may have transported
hazardous substances in the past and may do so inadvertently on occasion
in the future. Additionally, the Company temporarily holds at its
temporary storage facility and transports to third party disposal
facilities certain types of hazardous wastes. If any of these sites or
operations ever experience environmental problems, the Company could be
subject to substantial liability which could have a material adverse
effect on its financial condition and results of operations. See
"Business-Regulation."

With respect to each operation that Superior acquires, there may
be liabilities that it fails or is unable to discover, including
liabilities arising from noncompliance with environmental laws by prior
owners, and for which the Company, as a successor owner, may be legally
responsible. Representations, warranties and indemnities from the sellers
of such operations, if obtained and if legally enforceable, may not cover
fully the resulting environmental liabilities due to their limited scope,
amount or duration, the financial limitations of the warrantor or
indemnitor or other reasons. Certain environmental liabilities, even
though expressly not assumed by the Company, may nonetheless be imposed on
the Company under certain legal theories of successor liability, including
particularly under CERCLA. See "Business-Strategy; Expansion Through
Acquisitions."

Potential Inadequacy of Accruals For Closure and Post-Closure
Costs. The Company has material financial obligations relating to closure
and post-closure costs of the landfills it owns. There can be no
assurance that the Company's ultimate financial obligations for actual
closing or post-closing costs will not exceed the amount then accrued and
reserved or amounts otherwise receivable pursuant to insurance policies or
trust funds. Such a circumstance could have a material adverse effect on
the Company's financial condition and results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations-Liquidity and Capital Resources."

Potential Uninsured Risks and Performance Bonds. The Company's
limited environmental impairment liability insurance does not cover
liabilities associated with any environmental cleanup or remediation on
the Company's own sites. As a result, an uninsured claim against the
Company, if successful and of sufficient magnitude, could have a material
adverse effect on the Company's results of operations and financial
condition. Any future difficulty in obtaining insurance could also impair
the Company's ability to secure future contracts conditioned upon the
contractor having adequate insurance coverage. See "Business-Risk
Management, Insurance and Performance Bonds."

Additionally, the Company carries only limited insurance
coverage against general liability, personal injury and property damage
which could result from the Company's business operations, including its
collection and transportation operations. As a result, a number of
uninsured claims against the Company, if successful and of sufficient mag-
nitude, could have a material adverse effect on the Company's results of
operations and financial condition. See "Management Discussion and
Analysis of Financial Condition and Results of Operations-Six Months Ended
June 30, 1997 vs. Six Months Ended June 30, 1996."

Municipal solid waste collection contracts typically require
performance bonds or other means of financial assurance to secure
contractual performance. If the Company were unable to obtain surety
bonds or letters of credit in sufficient amounts or at acceptable rates,
it may be precluded from entering into additional municipal solid waste
collection contracts or obtaining or retaining landfill operating permits.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources."

Dependence on Management. The Company is highly dependent upon
the services of the members of its senior management team, the loss of any
of whom may have an adverse effect on the Company. Other than a "key-man"
life insurance policy on the life of its President and Chief Executive
Officer, G. William Dietrich, the Company does not maintain key-man life
insurance on any other executive officers. See "Management-Directors,
Executive Officers and Key Employees."

Potential Anti-Takeover Provisions. Each currently outstanding
share of Common Stock includes, and each newly issued share of Common
Stock will include, one common share purchase right (a "Right"). The
Rights are attached to and trade with the shares of Common Stock and are
not exercisable until there occurs a "Distribution Date," as described and
defined in the accompanying Prospectus under the section entitled
"Description of Capital Stock-Common Stock Purchase Rights." Generally, a
Distribution Date will occur when 15% or more of the Common Stock is
acquired by a third party or 10 business days following the commencement
of, or an announcement of an intention to make, a tender or exchange offer
for at least 15% of the Common Stock. Upon a Distribution Date, the
Rights will become exercisable and will allow the holders of Rights (other
than the person or entity which caused the Distribution Date, whose Rights
shall become void) to purchase, for half-price, shares of the Company's
Common Stock or the stock of the acquiror.

The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on redemption of the Rights,
amendment of the Rights to exclude the acquiror or on a substantial number
of Rights being acquired. The Rights could have the effect of delaying,
deferring or preventing a change in control, or the removal of the Board
of Directors or existing management, of the Company. See "Description of
Capital Stock-Certain Statutory and Other Provisions" set forth in the
accompanying Prospectus.

The Company's Restated Articles of Incorporation ("Restated
Articles") and Restated By-Laws contain provisions that, among other
things, provide for staggered terms for members of the Company's Board of
Directors, place certain restrictions on the removal of directors,
authorize the Board of Directors to issue undesignated preferred stock in
one or more series without shareholder approval, incorporate the limits of
the Wisconsin Business Corporation Law ("WBCL") on certain types of
business combinations, establish certain procedures to call a special
meeting of shareholders, require advance notice for director nominations
and certain other matters to be considered at meetings of shareholders and
impose supermajority voting requirements on certain amendments to the
Restated Articles and By-Laws. These provisions could have the effect of
delaying, deferring or preventing a change in control, or the removal of
the Board of Directors or existing management, of the Company. See
"Description of Capital Stock-Certain Statutory and Other Provisions" set
forth in the accompanying Prospectus.

The WBCL contains several statutory provisions which could also
have the effect of discouraging non-negotiated takeover proposals for the
Company or impeding a business combination between the Company and a major
shareholder of the Company. Such provisions as they relate to the Company
include (i) limiting the voting power of certain shares which are held by
any person or persons acting as a group representing in excess of 20% of
the Company's voting power to 10% of the full voting power of such excess
shares; (ii) requiring a supermajority vote of shareholders, in addition
to any vote otherwise required, to approve certain business combinations
not meeting certain adequacy of price standards; (iii) prohibiting certain
business combinations between the Company and a major shareholder for a
period of three years, unless such acquisition has been approved by the
Company's Board of Directors prior to the time such major shareholder
became a 10% beneficial owner of shares or under certain other
circumstances; and (iv) limiting certain actions which can be taken by the
Company while a takeover offer for the Company is being made or after a
takeover offer for the Company has been publicly announced. See
"Description of Capital Stock-Certain Statutory and Other Provisions" set
forth in the accompanying Prospectus.

Limited Public Trading History; Possible Stock Price Volatility.
The Company's Common Stock has only been traded publicly since March 8,
1996. Accordingly, there is a limited public trading history of the
Common Stock. See "Price Range of Common Stock."

The market price of the Common Stock may be subject to
significant fluctuations in response to numerous factors, including
variations in the annual or quarterly financial results of the Company or
its competitors, changes by financial research analysts in their estimates
of the future earnings of the Company or other companies in the solid
waste and environmental services industries, conditions in the economy or
overall market in general or in the Company's industry in particular,
unfavorable publicity or changes in applicable laws and regulations (or
judicial or administrative interpretations thereof) affecting the Company
or the solid waste industry.

Subsequent Share Issuances; Shares Eligible for Future Sale. No
prediction can be made as to the effect, if any, of the offer and sale of
additional shares of Common Stock, or the availability of additional
shares for sale, or the market price of the Common Stock prevailing from
time to time. Nevertheless, issuances of substantial amounts of newly
issued shares of Common Stock in the public market or to effect business
acquisitions could cause dilution to existing shareholders and could
adversely affect the prevailing market price of the Common Stock and the
future ability of the Company to raise equity capital or issue its Common
Stock to effect business acquisitions. Similarly, sales of substantial
amounts of Common Stock in the public market following this offering, or
the perception that such sales could occur, could adversely affect the
prevailing market price of the Common Stock.

On June 20, 1996, the Company filed a registration statement
with the Securities and Exchange Commission covering 2,500,000 shares of
its Common Stock which may be issued by the Company from time to time in
connection with its acquisition of operations or properties. On May 30,
1997, the Company filed a combined new registration statement and post-
effective amendment ("Acquisition Shelf Registration Statement") to its
existing registration statement which, among other things, increased the
number of shares issuable thereunder to effect business acquisitions from
2,500,000 to 5,000,000. As of June 30, 1997, 3,044,481 shares remained
eligible for issuance under the Acquisition Shelf Registration Statement
to be used to complete acquisitions of additional solid waste collection,
transfer and disposal operations, with additional shares subject to
issuance under such Acquisition Shelf Registration Statement under
preliminary, nonbinding letters of intent entered into by the Company as
of September 11, 1997. Shares issued under the Acquisition Shelf
Registration Statement will generally be eligible for public sale under
the federal securities laws immediately after issuance. On August 7,
1997, the Company filed a registration statement (including the
accompanying Prospectus) with the Securities and Exchange Commission
covering 5,000,000 shares of its Common Stock which may be issued by the
Company from time to time in connection with capital-raising transactions.
This Prospectus Supplement relates to 4,600,000 (including the
Underwriters' over-allotment option) of such 5,000,000 shares, leaving
400,000 shares eligible for future potential issuance under such
registration statement.

On June 27, 1997, the Company issued 1,764,114 shares of Common
Stock under the Acquisition Shelf Registration Statement to effect the
acquisition of R2T2. R2T2 owns, through subsidiaries, solid waste
collection and disposal operations in central Alabama. In order to allow
the Company to account for this acquisition under the pooling of interests
method, the recipients of such shares contractually agreed with the
Company not to resell such shares until after the date which is one
business day after the public dissemination by the Company of its
consolidated results of operations for the period which includes at least
30 days of combined consolidated operations of the Company and its
subsidiaries, on the one hand, and the acquired operations of R2T2, on the
other hand, from and after June 27, 1997. The Company anticipates that
its public dissemination of such results will occur when it publicly
announces its results of operations for its 1997 third quarter in early
November 1997. At such time, all of such 1,764,114 shares will be
eligible for public resale.

No Dividends. The Company does not anticipate paying any cash
dividends on its Common Stock for the foreseeable future. See "Dividend
Policy."

USE OF PROCEEDS

The net proceeds to the Company from the sale of its 4,000,000
shares of Common Stock offered hereby, after deducting the underwriting
discounts and commissions and estimated offering expenses payable by
the Company, are estimated to be $106.1 million ($122 million if the
Underwriters' over-allotment option is exercised in full) at the
offering price of $28.00 per share. The Company intends to use the net
proceeds of this offering (i) to repay the entire amount of the principal
and accrued interest outstanding under the Company's revolving credit
facility; (ii) to fund the cash purchase prices and the repayment of
indebtedness assumed in connection with any solid waste collection,
transfer or disposal operations acquired by the Company from time to time
in the near future; and (iii) for working capital and general corporate
purposes. Pending specific application, the Company intends to invest any
unused portion of the net proceeds in short-term, investment-grade
interest bearing securities. As of September 11, 1997, the Company had
entered into nonbinding, preliminary letters of intent and purchase
agreements relating to the possible acquisition of three additional solid
waste landfills (two of which are in new markets) and several collection
companies (one in a new market) and was engaged in active preliminary
discussions with a number of additional potential acquisition candidates.
If all definitive purchase agreements entered into by the Company as of
September 11, 1997 were completed on the terms and conditions set forth in
such agreements, the Company would be required to fund approximately
$17.8 million in cash to pay the purchase prices and amount of
indebtedness assumed in connection with such definitive agreements. There
can be no assurance that these purchase agreements will lead to successful
acquisitions on the terms contemplated. The amounts of the purchase
prices payable and indebtedness assumed with respect to the operations
subject to possible acquisition under nonbinding letters of intent remain
subject to the Company's due diligence investigation of such operations,
are subject to negotiation and change and, thus, are too preliminary and
uncertain to predict.

As of June 30, 1997, the aggregate outstanding principal
indebtedness under the Company's revolving credit facility was $60
million. Indebtedness under the revolving credit facility was incurred
primarily to finance certain of the Company's working capital requirements
and acquisitions. After repayment of the revolving credit facility, the
Company will be able to redraw on the revolving credit facility as needed
for future acquisitions and for working capital. The revolving credit
facility provides for borrowing capacity, including outstanding letters of
credit (which totalled approximately $2.3 million as of June 30, 1997), of
up to $110 million, had a weighted average interest rate of 6.63% at June
30, 1997 and will mature on March 26, 2002. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations-Liquidity
and Capital Resources."

DIVIDEND POLICY

The Company has never paid cash dividends on its Common Stock
and has no present intention to pay cash dividends. In addition, the
Company's revolving credit facility prohibits the payment of cash
dividends on its Common Stock. It is the Company's intention to retain
earnings to finance the expansion of its business. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations-
Liquidity and Capital Resources."

CAPITALIZATION

The following table sets forth the Company's current maturities
of long-term debt and capitalization as of June 30, 1997 and as adjusted
to give effect to the application of the estimated net proceeds from the
sale by the Company of 4,000,000 shares of Common Stock offered by it
hereby at the offering price of $28.00 per share, after deducting
the underwriting discounts and commissions and estimated offering
expenses. See "Use of Proceeds."

June 30, 1997
As
Actual adjusted
(in thousands)
Current maturities of long-term debt . . . . $ 1,956 $ 1,533
======== ========

Long-term debt, net of current maturities(1). $ 60,565 $ 565
Shareholders' investment:
Preferred stock, $0.01 par value; 500,000
shares authorized; no shares outstanding . - -
Common stock, $0.01 par value, 100,000,000
shares authorized; 19,256,095 shares
outstanding, actual; 23,256,095 shares
outstanding, as adjusted(2) . . . . . . . . 193 233
Additional paid-in capital . . . . . . . . . 89,334 195,344
Retained earnings . . . . . . . . . . . . . . 31,438 31,438
------- -------
Total shareholders' investment . . . . . 120,965 227,015
------- -------
Total capitalization . . . . . . . $181,530 $227,580
======= =======

_______________

(1) Excludes $2.3 million of letters of credit outstanding as of June 30,
1997.

(2) Excludes 1,260,555 shares issuable upon exercise of stock options
outstanding as of June 30, 1997 with a weighted average exercise
price of $13.81 per share.

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded on the Nasdaq National
Market under the symbol "SUPR." The following table sets forth the range
of high and low sale prices for the Common Stock for the period from
March 8, 1996, the date of the Company's initial public offering, through
September 11, 1997.

High Low
1996
First Quarter (from March 8, 1996) . . . . . $15.00 $12.75
Second Quarter . . . . . . . . . . . . . . . 19.00 12.75
Third Quarter . . . . . . . . . . . . . . . . 17.75 13.25
Fourth Quarter . . . . . . . . . . . . . . . 20.50 15.50

1997
First Quarter . . . . . . . . . . . . . . . . 24.00 17.50
Second Quarter . . . . . . . . . . . . . . . 23.75 20.13
Third Quarter (through September 11, 1997). . 29.00 22.75

On September 11, 1997, the last sale price of the Common Stock
as reported by the Nasdaq National Market was $28.06 per share. See
"Description of Capital Stock" in the accompanying Prospectus for
additional information regarding the Company's Common Stock.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The consolidated financial and operating data presented below at
and for the years ended December 31, 1995 and 1996 and at and for the six-
month periods ended June 30, 1996 and 1997 have been restated and give
retroactive effect to reflect the Company's June 27, 1997 acquisition of
R2T2 in a transaction accounted for as a pooling of interests (see
footnote 1 below). Such information is unaudited because the Company has
not yet issued complete restated audited financial statements to reflect
the effects of the acquisition of R2T2 (accounted for as a pooling of
interests) as its impact on the historical results of operations and
financial condition of the Company was not significant. Periods prior to
1995 have not been restated to include the accounts and operations of R2T2
as combined results are not materially different from the results as
previously presented. The data for the six months ended June 30, 1996 and
1997 were derived from the Company's unaudited consolidated financial
statements and include all adjustments, consisting only of normal
recurring accruals, that the Company considers necessary for a fair
presentation of its consolidated results of operations and financial
condition for and at the end of those periods. The consolidated financial
and operating data presented below reflect all elimination entries and
normal adjustments which are necessary for a fair presentation of the data
presented. It is suggested that the selected consolidated financial data
below be read in conjunction with the consolidated financial statements of
the Company and notes thereto incorporated by reference in this Prospectus
Supplement and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

<TABLE>
<CAPTION>
Six months
Years ended December 31,(1) June 30,(1)
1992 1993 1994 1995 1996 1996 1997
(in thousands, except per share data)

<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues . . . . . . . . . . $44,943 $67,304 $76,297 $96,175 $117,121 $ 52,085 $ 75,974
Cost of operations . . . . . 28,430 39,262 46,417 49,897 60,593 27,346 41,230
Selling, general and
administrative expenses . . 8,425 12,106 15,054 16,561 18,677 8,502 11,830
Merger costs . . . . . . . . - - - - - - 1,035
Depreciation and amortization 4,131 6,180 9,488 13,357 16,767 7,894 10,301
------- ------- ------- ------- ------- ------- -------
Operating income from
continuing operations . . . 3,957 9,756 5,338 16,360 21,084 8,343 11,578
Interest expense . . . . . . (1,293) (1,531) (2,245) (2,853) (859) (543) (559)
Other income . . . . . . . . 165 228 27 290 478 486 2
------- ------- ------- ------- ------- ------- -------
Income from continuing
operations before income
taxes . . . . . . . . . . . 2,829 8,453 3,120 13,797 20,703 8,286 11,021
Income taxes(2) . . . . . . . 1,431 3,343 1,389 5,733 8,540 3,418 4,687
------- ------- ------- ------- ------- ------- -------
Income from continuing
operations(2) . . . . . . . 1,398 5,110 1,731 8,064 12,163 4,868 6,334
Income (loss) from
discontinued operations, net -
of income tax(3) . . . . . . 108 56 (5,735) (329) - -
------- ------- ------- ------- ------- ------- -------
Net income (loss)(2) . . . . $ 1,506 $ 5,166 $ (4,004) $ 7,735 $12,163 $ 4,868 $ 6,334
====== ====== ======= ======= ======= ======== =======
Earnings per share from
continuing operations(2) . . $ 0.18 $ 0.42 $ 0.13 $ 0.53 $ 0.67 $ 0.28 $ 0.33
====== ====== ======= ======= ======= ======== =======
Earnings (loss) per share(2) $ 0.19 $ 0.42 $ (0.30) $ 0.51 $ 0.67 $ 0.28 $ 0.33
====== ====== ======= ======= ======= ======== =======
Weighted average shares
outstanding . . . . . . . . 7,921 12,213 13,534 15,179 18,149 17,328 19,427
Operating Data:
Net cash provided by operating
activities(2) . . . . . . . . $ 8,082 $ 8,970 $ 10,428 $ 27,117 $ 30,277 $ 9,337 $ 14,189
Net cash used in investing
activities . . . . . . . . . (11,494) (24,378) (20,954) (9,558) (37,601) (9,021) (87,008)
Net cash provided by (used in)
financing . . . . . . . . . . 2,045 17,459 9,538 (17,207) 20,802 18,647 61,304
EBITDA(4) . . . . . . . . . . 8,088 15,936 14,826 29,717 37,851 16,237 21,879
EBITDA margin(5) . . . . . . . 18.0% 23.7% 19.4% 30.9% 32.3% 31.2% 28.8%

December 31,(1) June 30,
1992 1993 1994 1995 1996 1997(1)
(in thousands)

<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents . . $ 971 $ 3,022 $ 2,034 $ 3,101 $ 16,579 $ 5,064
Working capital (deficiency) (4,391) 8,906 12,818 5,403 15,825 8,403
Property and equipment, net . 31,259 76,546 80,592 88,409 115,691 164,180
Total assets . . . . . . . . 47,273 116,398 126,785 132,503 190,026 273,020
Long-term debt, net of current
maturities . . . . . . . . . 10,382 27,388 35,794 20,168 4,907 60,565
Total common shareholders'
investment . . . . . . . . . 8,185 32,922 29,331 38,798 107,045 120,965

____________________

(1) All financial data at and for the years ended December 31, 1995 and
1996 and at and for the six-month periods ended June 30, 1996 and
1997 have been restated and give retroactive effect to reflect the
Company's June 27, 1997 acquisition of R2T2 in a transaction
accounted for as a pooling of interests. Such financial information
is unaudited because the Company has not yet issued complete restated
audited financial statements to reflect the effects of the
acquisition of R2T2 (accounted for as a pooling of interests) as its
impact on the historical results of operations and financial
condition of the Company was not significant. Periods prior to 1995
have not been restated to include the accounts and operations of R2T2
as combined results are not materially different from results as
previously presented. The data for the six-month periods ended June
30, 1996 and 1997 were derived from the Company's unaudited
consolidated financial statements.

(3) Includes losses on disposition of discontinued operations, net of
income taxes of $5,042,000 and $329,000 for 1994 and 1995,
respectively.

(5) EBITDA margin represents EBITDA expressed as a percentage of revenues
for the indicated period.

</TABLE>

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

The following discussion should be read in conjunction with the
Company's consolidated financial statements and notes thereto incorporated
by reference herein. The Company has restated its financial and operating
data (including average tons per day disposed of at the Company's
landfills) at and for the years ended December 31, 1995 and 1996 and at
and for the six-month periods ended June 30, 1996 and 1997 to reflect the
acquisition of R2T2 consummated on June 27, 1997 and accounted for using
the pooling of interests method.

Results of Operations

General

As of June 30, 1997, the Company provided solid waste
collection, transfer, recycling and disposal services to over 400,000
residential, commercial and industrial customers in Wisconsin and in
Alabama, Illinois, Iowa, Michigan, Minnesota, Missouri, Ohio and
Pennsylvania. As of June 30, 1997, Superior owned and operated 10
landfills, 29 solid waste collection operations, 14 recycling facilities
and nine solid waste transfer stations. As of such date, the Company also
owned one greenfield landfill and had entered into an agreement to
purchase another greenfield landfill currently under development
contingent upon its completion and final permitting. The Company also
manages five landfills for third parties and has entered into an
agreement, subject to final regulatory approval, to operate on an interim
basis a municipal solid waste landfill pending its proposed acquisition by
the Company. The Company also provides other integrated waste services,
most of which are project-based and provide additional waste volumes to
the Company's landfills.

As described more fully below, revenues for the periods
presented were comprised of fees received for the following services:

Years ended Six months
December 31, ended June 30,
1994 1995 1996 1996 1997

Collection . . . . . . . . . 54% 46% 45% 46% 52%
Third party disposal . . . . 18 19 24 23 21
Recycling . . . . . . . . . . 5 14 12 12 12
Other integrated waste
services . . . . . . . . . . 23 21 19 19 15
---- ---- ---- ---- ----
100% 100% 100% 100% 100%
==== ==== ==== ==== ====

The percentage of revenue obtained from collection services
increased to 52% in the six months ended June 30, 1997 compared to 46% in
the six months ended June 30, 1996 due to a greater portion of revenue
being generated from collection operations acquired since June 30, 1996.
The Company believes that future operations acquired will continue the
trend in its revenue mix away from recycling and other integrated waste
services and towards solid waste collection and disposal.

The Company's solid waste collection operations earn revenues
from fees collected from commercial and industrial collection and transfer
stations and residential customers. The Company derives a substantial
portion of its collection revenues from commercial and industrial
customers. Commercial and industrial waste streams generally help improve
the Company's operating efficiencies and provide additional volume for the
Company's landfills. Commercial and industrial contracts typically have
terms of one to three years and are individually negotiated. Residential
collection services are typically provided on a contract basis in which
the Company contracts with a municipal authority to collect the solid
waste of all or a portion of the residential homes in a specified
community. These contracts, which are usually competitively bid,
generally have terms of one to three years and provide consistent cash
flow during the term of the contract since the Company is paid regularly
by the municipality or its residents based on a specified fixed rate per
household. The Company also provides residential collection services on a
subscription basis, whereby the Company contracts directly with individual
households. Residential subscription customers are billed in advance and
provide the Company with a stable source of revenues and an efficient
means to utilize the Company's resources, particularly its collection
equipment, manpower and management information systems.

As part of its collection operations, the Company's transfer
stations receive solid waste collected primarily by its various collection
operations, compact the waste and transfer the waste to larger Company-
owned vehicles for transport to landfills. This procedure reduces the
Company's costs by improving its utilization of collection personnel and
equipment.

The Company currently operates recycling facilities as part of
its collection and transfer operations at which it processes, sorts and
recycles paper products, certain plastics, glass, aluminum and tin cans
and certain other items. The Company's recycling facilities earn revenues
from the collection, processing and resale of recycled waste products,
particularly recycled wastepaper. The Company attempts to resell recycled
waste products in the most commercially reasonable manner practicable and
to pass on contractually a portion of the commodity pricing risk to its
commercial and industrial clients. The Company has a wastepaper purchase
agreement effective through April 2000 with a national paper company
pursuant to which the paper company purchases certain grades of recyclable
wastepaper from the Company at above-market prices, subject to certain
minimum floor resale pricing assurances. Under the terms of this
agreement, the Company has the ability to sell up to all, but not less
than 50%, of its supply of certain grades of recyclable wastepaper to such
company. The Company believes this agreement helps mitigate some of the
variability associated with the resale of its collected and recyclable
wastepaper.

The Company's owned solid waste landfills earn revenues from
disposal fees (known as "tipping fees") charged to third parties. The
Company's landfills receive solid waste from its own collection companies
and transfer stations, as well as from independent collection operators.
In the first six months of 1997, approximately 72% of the solid waste
collected by the Company was delivered for disposal at its own landfills
compared to 83% in the first six months of 1996. The Company's waste
internalization rate has declined since 1996 and may continue to do so as
a result of the Company's acquisition activities. The Company believes,
however, that its internalization rate should continue to remain among the
highest of its publicly traded competitors in the solid waste industry,
since achieving full vertical integration of the Company's solid waste
operations will continue to be a key element of the Company's business
strategy. Approximately 36% of the solid waste disposed of at the
Company's landfills was delivered by the Company in the first six months
of 1997 compared to 35% in the first six months of 1996. Tipping fees
earned by the Company's landfills from its own collection operations are
considered intercompany revenues, and are eliminated from the Company's
consolidated disposal revenues. The Company earns management fees from
its management of third party landfills.

The Company's prices for its solid waste services are typically
determined by the volume, weight and type of waste collected, treatment
requirements, risks involved in handling, recycling or disposing of waste,
frequency of collection, cost of disposal or recycling, distance to final
disposal sites, amount and type of equipment furnished to the customer and
prices charged for similar service by competitors. The Company's ability
to pass on cost increases is sometimes limited by the terms of its
contracts. Long-term solid waste collection contracts typically contain a
formula, generally based on published price indices, for automatic
adjustment of fees to cover increases in some, but not all, operating
costs.

Revenues from the Company's hazardous waste management services
are included within the percentage of revenues from other integrated waste
services referenced in the table above and alone represented less than 3%
of the Company's revenues for the six months ended June 30, 1997 compared
to less than 5% for the six months ended June 30, 1996. Although the
Company may under certain conditions from time to time acquire additional
operations which focus on providing other integrated waste services,
including hazardous waste services, the Company expects this trend to
continue over the long term as it pursues its strategy of acquiring
solid waste operations.

Operating expenses for the Company's collection operations
include direct labor, fuel, equipment maintenance and tipping fees paid to
third-party landfills. Operating expenses for the Company's landfill
operations include labor, equipment costs, legal and administrative costs
of ongoing environmental compliance, royalties to former owners, site
maintenance and accruals for future closure and post-closure maintenance
costs.

Engineering, legal, permitting, construction and other costs
directly associated with expansions of existing landfills or development
of new landfills, together with associated interest, are capitalized. The
Company also capitalizes certain expenditures related to pending
acquisitions. Indirect project development costs, such as executive and
corporate overhead, salaries of market development personnel, public
relations and other corporate services, are expensed as incurred. The
Company's policy is to charge against net income any unamortized
capitalized expenditures and advances (net of any portion that the Company
estimates will be recoverable, through sale or otherwise) relating to any
landfill that is permanently closed, any pending acquisition that is not
consummated and any landfill expansion or development project that is not
completed. At June 30, 1997, the Company had recorded $58.2 million of
capitalized costs in connection with its landfill expansions and
developments at its current sites, including $14.0 million for its six
currently pending permit applications and $44.2 million for the purchase
of land and development rights for potential future development sites. As
of June 30, 1997, the Company's largest single capitalized expenditure was
$17.1 million for the purchase of land and development rights for future
expansion adjacent to an existing landfill.

The Company accrues the estimated landfill closure and post-
closure maintenance costs expected to be incurred upon and subsequent to
the closing of existing operating landfill areas ratably as the permitted
airspace is consumed during any given period. The Company also has
material financial obligations relating to closure and post closure costs
or remediation of disposal facilities it operates or for which it is or
may become responsible. The Company's estimates of these costs are stated
in current dollars and are not discounted to present value. The Company
believes it has accrued adequately for its landfill closure and post-
closure costs. See "Liquidity and Capital Resources" below.

Selling, general and administrative expenses ("SG&A") include
management salaries, clerical and administrative overhead, costs
associated with the Company's sales force, and community relations
expense.

Upon receipt of necessary operating permits, capitalized
landfill costs are amortized based on utilization of available airspace
under the units-of-production method. Successful permitting of additional
landfill disposal capacity improves the Company's profitability by
extending the time period over which the Company may amortize the
capitalized costs of the expanded landfill. Property and equipment is
depreciated over the estimated useful life of the assets using the
straight line method.

Other income and expense is comprised primarily of direct costs
associated with unsuccessful acquisition activities as well as interest
income and gains and losses on sales of equipment and certain other
charges against net income.

To date, inflation has not had a significant impact on the
Company's operations.

Impact of Acquisitions

The Company's strategy for achieving sustainable growth in
revenue and profitability anticipates a continued acquisition program, as
well as continued internal growth. Consistent with the Company's
strategy, during 1996 the Company acquired 13 operations, including two
landfills, one recycling operation and 10 solid waste collection
operations, with total annualized revenues of approximately $21 million.
During 1997 through September 11, 1997, the Company had acquired 19 solid
waste operations, including three landfills, one greenfield landfill, one
recycling operation and 14 collection operations, with annualized revenues
of approximately $60 million. A single acquisition transaction may
involve the purchase of multiple business operations.

The most significant of the Company's acquisitions during the
first half of 1997 was the Company's purchase in April of solid waste
collection, transfer and disposal operations with estimated annual
revenues of approximately $33 million from Browning-Ferris Industries,
Inc. ("BFI"). As a result of this acquisition, the Company entered
markets in Ohio and Pennsylvania for the first time, and expanded the
Company's Wisconsin service territory to Green Bay.

On June 27, 1997, Superior completed the acquisition of R2T2,
which included a municipal solid waste landfill about 40 miles east of
Birmingham, Alabama, two collection operations in nine central Alabama
counties, and a construction and demolition landfill near Tuscaloosa. The
acquisition of R2T2 was accounted for under the pooling of interests
method.

A significant portion of the Company's increased revenues for
the six months ended June 30, 1997 compared to the six months ended June
30, 1996 resulted from the acquisition of 24 new business operations
completed by the Company since June 30, 1996. (A single acquisition
transaction may involve the purchase of multiple operations.) All except
one of these acquisition transactions have been accounted for under the
purchase method of accounting and one transaction (involving the purchase
of several operations) has been accounted for under the pooling of
interests method of accounting. With respect to the acquisitions that
have been accounted for under the purchase method of accounting, goodwill
is amortized over a period of 25 years, resulting in an annual non-cash
charge to earnings during the amortization period. Amortization expense
of goodwill was $730,000 for the six months ended June 30, 1997 compared
to $193,000 in the first six months of 1996. As the Company continues to
complete business acquisitions accounted for under the purchase method,
its amortization charges for goodwill will increase and may increase
substantially, thereby reducing reported net income and earnings per
share.

As of September 11, 1997, the Company had entered into
nonbinding, preliminary letters of intent and purchase agreements relating
to the possible acquisition of three additional landfills (two in new
service markets) and several collection companies (one in a new service
market), which the Company estimates represent aggregate annualized revenue
of over $17 million. The Company cannot predict whether these letters of
intent and purchase agreements will result in completed acquisitions or
whether the terms of any such completed acquisitions will be the same as
the terms contemplated. Additionally, because this revenue estimate is
based upon information provided to the Company by the acquisition candidates
in connection with the Company's preliminary investigation of those
operations, there can be no assurance that actual revenues realized by the
Company from the completed acquisition of any of these potential
acquisition candidates will not differ or differ materially.

As a result of the acquisitions completed since the Company's
March 1996 initial public offering and the potential future acquisitions
contemplated by the Company, comparisons between corresponding periods in
the years 1996 and 1997 may not be particularly meaningful or informative
and may not be fully indicative of results of operations to be recognized
in future periods.

Comparative Information

The following table sets forth for the periods indicated the
percentage of revenues represented by the individual line items reflected
in the Company's consolidated statements of operations:

Percentage relationship to total revenues Percentage period-to-period change
Years ended Six months ended Years ended Six months ended
December 31, June 30, December 31, June 30,
1994 1995 1996 1996 1997 1996 vs. 1995 1997 vs. 1996

<S> <C> <C> <C> <C> <C> <C> <C>
Revenues . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0% 21.8% 45.9%
Cost of operations . . . 60.9 51.9 51.7 52.5 54.3 21.4% 50.8%
Selling, general and
administrative expenses 19.7 17.2 16.0 16.3 15.6 12.8% 39.1%
Merger costs . . . . . . - - - - 1.4 N/A N/A
Depreciation and
amortization . . . . . . 12.4 13.9 14.3 15.2 13.5 25.5% 30.5%
---- ---- ---- ---- ---- ---- ----
Operating income from
continuing operations . 7.0 17.0 18.0 16.0 15.2 28.9% 38.8%
Interest expense . . . . (2.9) (3.0) (0.7) (1.0) (0.7) (69.9)% 2.9%
Other income . . . . . . - 0.3 0.4 0.9 -- 64.8% (99.6)%
---- ---- ---- ---- ---- ---- ----
Income from continuing
operations before
income taxes . . . . . . 4.1 14.3 17.7 15.9 14.5 50.1% 33.0%
Income taxes . . . . . . 1.8 5.9 7.3 6.6 6.2 49.0% 37.1%
Income from continuing
operations . . . . . . . 2.3% 8.4% 10.4% 9.3% 8.3% 50.8% 30.1%
==== ==== ==== ==== ==== ==== ====

</TABLE>

Six Months Ended June 30, 1997 vs. Six Months Ended June 30, 1996

Revenues. Revenues for the six months ended June 30, 1997
compared to the six months ended June 30, 1996 increased approximately
$23.9 million, or 45.9%, to $76.0 million compared to $52.1 million.
Approximately $21.6 million of this increase was due to the impact of
operations acquired since June 30, 1996 (excluding the acquisition of
R2T2) as described above. The increase in revenues was also due, to a
much lesser extent, to increases in volumes of waste collected and
disposed at the Company's landfills. Daily disposal volume at the
Company's landfills rose to an average of 8,700 tons per day in the six
months ended June 30, 1997 (9,900 tons per day in the second quarter),
compared to an average of 5,900 tons per day in the corresponding period
last year, including the average daily tonnage of the two landfills owned
by R2T2. The higher landfill volume was predominately the result of waste
received at three new disposal sites acquired since June 30, 1996, as well
as increased volumes of special waste from the Company's project-driven
other integrated waste services and increased volumes of waste received
from a disposal contract for a customer's Milwaukee, Wisconsin collection
operation.

Revenue from other integrated waste services as a percentage of
total revenue decreased from 19% in the six months ended June 30, 1996 to
15% in the corresponding period of 1997, primarily due to acquisition
activity by the Company since June 30, 1996.

The impact of prices for recyclable wastepaper had essentially
no effect on the change in revenues in the six months ended June 30, 1997
compared to the six months ended June 30, 1996. The Company expects this
trend to continue for the remainder of 1997 assuming average resale prices
remain similar to 1996 levels. The resale prices of, and demand for,
recyclable waste products, particularly wastepaper, can be volatile and
subject to changing market conditions. The Company's recycling operations
continued to be profitable in the first half of 1997 due to the Company's
floor-pricing arrangement with a national paper company coupled with the
cost effectiveness of the Company's processing facilities and fees
received for providing recyclable waste collection services to its
customers.

Cost of Operations. Cost of operations for the six months ended
June 30, 1997 increased $13.9 million, or 50.8%, to $41.2 million from
$27.3 million for the six months ended June 30, 1996. As a percentage of
revenues, cost of operations increased from 52.5% in the six months ended
June 30, 1996 to 54.3% in the six months ended June 30, 1997 primarily due
to the higher relative percentage of business recognized from collection
operations (which typically have higher costs of operations as a
percentage of revenues than disposal operations). Changes in this trend
are dependent on the timing and mix of potential future business
acquisitions, as well as the seasonality of the Company's operations. See
"Seasonality" below. The increase in the dollar amount of cost of
operations was primarily attributable to the costs of collecting and
disposing of the increased volumes of wastes received from services
provided to new customers, including the operation of new businesses
acquired after June 30, 1996.

SG&A. SG&A increased $3.3 million, or 39.1%, to $11.8 million
in the six months ended June 30, 1997 from $8.5 million in the six months
ended June 30, 1996. As a percentage of revenues, SG&A decreased from
16.3% in the six months ended June 30, 1996 to 15.6% in the six months
ended June 30, 1997. The Company expects this trend to continue in the
near term due primarily to the impact of spreading corporate SG&A costs
over a larger revenue base as the Company integrates its recent
acquisitions and continues to pursue its acquisition growth strategy.
While SG&A decreased as a percentage of revenues, the actual dollar amount
of SG&A increased primarily due to increased costs for the recruitment and
retention of personnel necessary to support the Company's acquisition
program and to service new customers, including those associated with the
operations acquired after June 30, 1996.

Merger Costs. The Company incurred nonrecurring merger costs of
approximately $1.0 million during the second quarter of 1997 as a result
of the merger consummated June 27, 1997 with R2T2. The merger costs
included severance and bonuses, professional fees and other related merger
costs. As of June 30, 1997, $510,000 had been accrued for merger related
costs expected to be paid by the end of 1997.

Depreciation and Amortization. Depreciation and amortization
increased $2.4 million, or 30.5%, to $10.3 million for the six-month
period ended June 30, 1997 from $7.9 million in the six-month period ended
June 30, 1996, primarily as a result of increased landfill depletion costs
and increased depreciation costs of the additional assets and operations
acquired after June 30, 1996. As a percentage of revenues, depreciation
and amortization decreased to 13.5% in the six months ended June 30, 1997
from 15.2% in the corresponding period in 1996 due to the lower relative
percentage of revenues received from disposal operations (which typically
have higher depreciation and amortization costs as a percentage of
revenues compared to collection operations) as well as the lower depletion
rates experienced at several landfills. These lower depletion rates
reflect an increase in special waste disposal volumes which typically
utilize fewer cubic yards of air space due to the density of this type of
waste.

Interest Expense. Interest expense increased $16,000, or 2.9%,
for the six months ended June 30, 1997 compared to the same period in
1996. Interest expense of $457,000 was capitalized during the first half
of 1997 related to landfills under development.

Other Income. Other income decreased $484,000 from other income
of $486,000 in the six months ended June 30, 1996 to $2,000 in the six
months ended June 30, 1997. Approximately $500,000 of direct costs
associated with acquisition activity primarily related to one unsuccessful
acquisition bid for a significant company being liquidated in a bankruptcy
auction process were charged against net income in the second quarter of
1997.

1996 vs. 1995

Revenues. Revenues increased approximately $20.9 million, or
21.8%, to $117.1 million in 1996 from $96.2 million in 1995. This
increase was attributable primarily to a 63.2% increase in volumes of
wastes disposed at the Company's landfills. Revenues for 1996 compared to
1995 increased $10.6 million from the impact of operations acquired.
These increases were achieved despite a decrease of $3.8 million in
revenues from recyclable waste paper sales for 1996 compared to 1995.
Daily disposal volume at the Company's landfills rose to an average of
approximately 7,200 tons per day in 1996 compared to an average of almost
4,500 tons per day in 1995. The higher landfill volume was the result of
increased volumes received from a disposal contract for a customer's
Milwaukee collection operations, increased volumes of special waste
streams from the Company's project-driven other integrated waste services,
increased third party disposal volume and higher solid waste volumes from
its collection operations.

The $3.8 million decrease in revenues in 1996 from sales of
recyclable waste paper products was comprised of an over $5.6 million
decrease in recycling revenues resulting from a 66% decline in prices
received for these products compared to 1995, partially offset by a 28%
increase in volumes of recyclable waste paper products processed and sold
in 1996 compared to 1995. The Company's recycling operations remained
profitable in 1996 due to the Company's floor-pricing arrangement with a
national paper company coupled with the cost effectiveness of the
Company's processing facilities and fees received for providing recyclable
waste collection services to its customers. Recycling as a percentage of
total revenue decreased to 12% in 1996 from 14% in 1995 as a result of the
decreased prices received for recyclable waste paper products.

The Company acquired operations with expected annualized
revenues of approximately $21 million during the course of 1996, with the
majority of the operations acquired in late third quarter and early fourth
quarter.

Cost of Operations. Cost of operations increased $10.7 million,
or 21.4%, for 1996 compared to 1995. As a percentage of revenues in 1996,
cost of operations improved to 51.7% from 51.9% in 1995. The decrease in
cost of operations as a percentage of revenues resulted primarily from
cost efficiencies generated from vertical expansions at two of the
Company's landfills. The increase in the dollar amount of cost of
operations was primarily attributable to the costs of collecting and
disposing of the increased volumes of wastes received from additional
products and services provided to new customers, including the operation
of the new operations acquired after January 1, 1996.

SG&A. SG&A increased $2.1 million, or 12.8%, for 1996 compared
to 1995. As a percentage of revenues, SG&A decreased to 16.0% in 1996
from 17.2% in 1995. The percentage decline in SG&A was due to the
significant increase in disposal revenues without a need to
correspondingly increase SG&A support functions. While SG&A decreased as
a percentage of revenues, the actual dollars increased primarily due to
increased costs for personnel necessary to support the Company's
acquisition program and to service new customers, including those
associated with the operations acquired.

Depreciation and Amortization. Depreciation and amortization
increased $3.4 million, or 25.5%, for 1996 compared to 1995, primarily as
a result of increased landfill depletion costs and increased depreciation
costs of the additional assets and operations acquired. As a percentage
of revenues, depreciation and amortization increased to 14.3% in 1996
compared to 13.9% in 1995, reflecting the increase in disposal revenue as
a percentage of total revenue which resulted in additional depletion
costs, and also the depreciation and amortization of the additional assets
of operations acquired.

Interest Expense. Interest expense decreased $2.0 million, or
69.9%, for 1996 compared to 1995. Interest expense as a percentage of
revenues was 0.7% in 1996 compared to 3.0% in 1995. The reduction in
interest expense was due to the application of a portion of the net
proceeds from the Company's March 1996 initial public offering to repay
indebtedness. Additionally, the Company benefitted from a lower overall
interest rate on outstanding borrowings in 1996 as a result of the
successful renegotiation of its revolving credit facility in December
1995.

Income Taxes. The Company's effective tax rate decreased to
41.2% for 1996 from 41.5% in 1995. The decreases were primarily the
result of increased earnings which reduced the impact of the non-
deductible amortization of intangibles related to operations acquired.

1995 vs. 1994

Revenues. Revenues increased approximately $19.9 million, or
26.1%, to $96.2 million in 1995 from $76.3 million in 1994. This increase
was attributable primarily to the impact of operations acquired, a
significant increase in the volumes and prices received for recyclable
waste products, primarily wastepaper, the opening of the Superior Emerald
Park landfill in November 1994, the impact of increased collection and
disposal volumes resulting from new municipal and commercial contracts,
and price increases for the Company's environmental remediation and
wastewater biosolids project-related services resulting from its
implementation of an improved job costing system.

Cost of Operations. Cost of operations increased $3.5 million,
or 7.5%, for 1995 compared to 1994. As a percentage of revenues, cost of
operations improved to 51.9% in 1995 from 60.9% in 1994. This improvement
was the result of the sale of non-profitable operations, cost controls
including the Company's full implementation of its improved job costing
system used to manage its project-based other integrated waste services, a
change in the mix of project-related other integrated waste services to
higher margin services and new customer contracts.

SG&A. SG&A increased $1.5 million, or 10.0%, for 1995 compared
to 1994, and decreased as a percentage of revenues to 17.2% in 1995 from
19.7% in 1994. The percentage decline in SG&A was due to cost and
workforce reductions and operational consolidations.

Depreciation and Amortization. Depreciation and amortization
increased by $3.9 million, or 40.8%, for 1995 compared to 1994 primarily
as a result of the full year effect of airspace depletion at the Superior
Emerald Park and Superior FCR landfill sites and the depreciation and
amortization of the additional assets of operations acquired during 1994
and 1995.

Interest Expense. Interest expense increased $608,000 to $2.9
million in 1995 from $2.2 million in 1994. Interest expense as a
percentage of revenues was 3.0% in 1995 compared to 2.9% in 1994. This
increase was due to higher interest rates paid by the Company on its
outstanding indebtedness, the allocation of interest expense to its
discontinued operations in 1994 and the capitalization of $332,000 of
interest during the 1994 construction phase of its Emerald Park landfill.

Liquidity and Capital Resources

The Company's balance sheet at June 30, 1997 reflected
approximately $5.1 million in cash and cash equivalents compared to $16.6
million at December 31, 1996.

At June 30, 1997, the Company had $60.0 million of long-term
borrowings and $2.3 million in letters of credit outstanding under its
revolving credit facility, with $47.7 million remaining available under
its revolving credit facility for future borrowings. Total long-term debt
at June 30, 1997 was $60.6 million. At June 30, 1997, the ratio of the
Company's long-term debt to total capitalization was 33.4% compared to
4.4% at December 31, 1996. This increase was attributable primarily to
acquisition activity. The net proceeds of this offering of $106.1 million
will be used (i) to repay the entire amount of the principal and accrued
interest outstanding under the Company's revolving credit facility; (ii)
to fund the cash purchase prices and the repayment of indebtedness assumed
in connection with any solid waste collection, transfer and disposal
operations acquired by the Company from time to time in the near future;
and (iii) for working capital and general corporate purposes. The
Company's pro forma long-term debt to capitalization ratio at June 30,
1997 would have been 0.2%, assuming completion of this offering on such
date on the terms described above and initial application of the net
proceeds as contemplated herein.

The Company's principal strategy for future growth is through
the acquisition of additional solid waste disposal, transfer and
collection operations. As of September 11, 1997, the Company had entered
into preliminary, nonbinding letters of intent and purchase agreements
relating to the possible acquisition of three additional solid waste
landfills (two of which are in new service markets) and several collection
companies (one in a new service market). If all definitive purchase
agreements entered into by the Company as of September 11, 1997 were
completed on the terms and conditions set forth in such agreements, the
Company would be required to fund approximately $17.8 million in cash to
pay the purchase prices and amount of indebtedness assumed in connection
with such definitive agreements. There can be no assurance that these
purchase agreements will lead to successful acquisitions on the terms
contemplated. The amounts of the purchase prices payable and indebtedness
assumed with respect to the operations subject to possible acquisitions
under nonbinding letters of intent remain subject to the Company's due
diligence investigation of such operations, are subject to negotiation and
change and thus, are too preliminary and uncertain to predict. The cash
required to fund any future acquisitions in 1997 will likely be provided
from one or more of the following sources: the net proceeds of this
offering, existing cash balances, cash flow from operations and/or
borrowings under the Company's revolving credit facility. During the
first half of 1997, the Company paid $74.6 million to complete
acquisitions of solid waste operations.

Capital expenditures for the six months ended June 30, 1997 were
$11.8 million compared to $6.2 million for the six months ended June 30,
1996 primarily due to increased spending for trucks and other revenue
producing assets and landfill cell development. Total capital
expenditures for 1997 are currently expected to be approximately $23.0
million compared to $17.5 million in 1996. The Company intends to fund
future capital expenditures principally through internally generated funds
and equipment lease financing. In addition, the Company also anticipates
that it may require substantial additional capital expenditures to
facilitate its growth strategy of acquiring additional landfill disposal
operations. If the Company is successful in acquiring additional landfill
disposal operations, the Company may also be required to make significant
expenditures to bring any such newly acquired disposal facilities into
compliance with applicable regulatory requirements, obtain permits for any
such newly acquired disposal facilities or expand the available disposal
capacity at any such newly acquired disposal facilities. The amount of
these expenditures cannot be currently determined since they will depend
on the nature and extent of any acquired landfill disposal facilities, the
condition of any facilities acquired and the permitting status of any
acquired sites. The Company believes that its ability to fund these
expenditures will be enhanced by the net proceeds of this offering.
Additionally, in the past, the Company has been able to obtain other types
of financing arrangements, such as equipment lease financing, to fund its
various capital requirements. The Company believes it can readily access
such additional sources of financing as necessary to facilitate the
Company's growth.

Net cash provided by operations for the six months ended
June 30, 1997 increased to $14.2 million from $9.3 million for the same
period in 1996. This increase was primarily due to an increase in
accounts payable and accrued expenses of $5.6 million, an increase in net
income of $1.5 million and an increase in depreciation and amortization, a
non-cash expense, of $2.4 million between the six months ended June 30,
1996 and the six months ended June 30, 1997. These increased cash amounts
were offset by the increase in accounts receivable of $3.2 million between
the six months ended June 30, 1996 and the six months ended June 30, 1997.

Net cash used in investing activities for the six months ended
June 30, 1997 increased to $87.0 million from $9.0 million in the six
months ended June 30, 1996. The increase was primarily due to the
Company's $75.8 million of net cash payments for operations acquired and
the $5.6 million increase in capital expenditures in the six months ended
June 30, 1997 compared to the six months ended June 30, 1996.

Net cash provided by financing activities in the six months
ended June 30, 1997 totaled $61.3 million, compared to $18.6 million in
the six months ended June 30, 1996, reflecting proceeds from borrowings
under the Company's $110 million revolving credit facility in the second
quarter of 1997 to fund acquisitions and proceeds from the exercise of
employee stock options. The cash provided by financing activities in 1996
reflected the receipt of $37.2 million in net proceeds from the initial
public offering of the Company's stock in March 1996 and the subsequent
reduction of the Company's outstanding debt.

Quarterly Results

The following table presents the Company's unaudited
consolidated quarterly results and the percentages of revenues represented
by the individual line items reflected in the Company's consolidated
statements of operations for each of the six quarters ended June 30, 1997,
all as restated to give retroactive effect to the acquisition of R2T2 in a
transaction accounted for as a pooling of interests. This information has
been presented on the same basis as the Company's audited consolidated
financial statements incorporated herein by reference and, in the
Company's opinion, contains all necessary adjustments (consisting only of
normal recurring adjustments) to present fairly the Company's unaudited
quarterly results when read in conjunction with the Company's audited
financial statements and notes thereto. Interim operating results,
however, are not necessarily indicative of the Company's results for any
future period.

<TABLE>
<CAPTION>
Three months ended
March 31, 1996 June 30, 1996 Sept. 30, 1996 Dec. 31, 1996
(dollars in thousands)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues . . . . . . . $23,375 100.0% $28,710 100.0% $31,478 100.0% $33,558 100.0%
Cost of operations . . 12,764 54.6 14,582 50.8 15,617 49.6 17,630 52.5
Selling, general and
administrative
expenses . . . . . . . 4,177 17.9 4,325 15.1 4,608 14.6 5,567 16.6
Merger costs . . . . . -- -- -- -- -- -- -- --
Depreciation and
amortization . . . . . 3,659 15.6 4,235 14.7 4,135 13.1 4,738 14.1
------- ------ ------- ----- ------- ------ ------- -------
Operating income . . . 2,775 11.9 5,568 19.4 7,118 22.7 5,623 16.8
Interest expense . . . (397) (1.7) (146) (0.5) (99) (0.3) (217) (0.6)
Other income (expense),
net . . . . . . . . . 276 1.2 210 0.7 (187) (0.6) 179 0.5
------- ------ ------- ----- ------- ------ ------- -------
Income before income
taxes . . . . . . . . 2,654 11.4 5,632 19.6 6,832 21.8 5,585 16.7
Income taxes . . . . . 1,095 4.7 2,323 8.1 2,818 9.0 2,304 6.9
------- ------ ------- ----- ------- ------ ------- -------
Net income . . . . . . $ 1,559 6.7% $ 3,309 11.5% $ 4,014 12.8% $ 3,281 9.8%
======= ====== ======= ===== ======= ====== ======= =======
Earnings per share . . $0.10 $0.18 $0.21 $0.17
===== ===== ===== =====
<CAPTION>
Three months ended
March 31, 1997 June 30, 1997
(dollars in thousands)

<S> <C> <C> <C> <C>
Revenues . . . . . . . $30,683 100.0% $45,291 100.0%
Cost of operations . . 16,533 53.9 24,697 54.5
Selling, general and
administrative
expenses . . . . . . . 5,588 18.2 6,242 13.8
Merger costs . . . . . -- -- 1,035 2.3
Depreciation and
amortization . . . . . 4,474 14.6 5,827 12.9
------ ----- ------ -----
Operating income . . . 4,088 13.3 7,490 16.5
Interest expense . . . (193) (0.6) (366) (0.8)
Other income (expense),
net . . . . . . . . . 251 0.8 (249) (0.5)
------ ----- ------ ------
Income before income
taxes . . . . . . . . 4,146 13.5 6,875 15.2
Income taxes . . . . . 1,710 5.6 2,977 6.6
------ ----- ------ ------
Net income . . . . . . $ 2,436 7.9% $ 3,898 8.6%
====== ===== ====== ======
Earnings per share . . $0.13 $0.20
===== =====

</TABLE>

Seasonality

The Company's historical results of operations have tended to
vary seasonally, with the first quarter of the year typically generating
the least amount of revenues, and with revenues higher in the second and
third quarters, followed by a decline in the fourth quarter. This
seasonality reflects the lower volume of waste, as well as decreased
revenues from project-based and other integrated waste services during the
fall and winter months, as well as the operating difficulties experienced
during the protracted periods of cold and inclement weather typically
experienced during the winter in the Upper Midwest. Certain operating and
other fixed costs remain relatively constant throughout the calendar year,
resulting in a similar seasonality of operating income.

BUSINESS

Introduction

Superior is an acquisition-oriented integrated solid waste
services company providing solid waste collection, transfer, recycling and
disposal services. As of June 30, 1997, the Company served over 400,000
residential, commercial and industrial customers in Wisconsin and in
Alabama, Illinois, Iowa, Michigan, Minnesota, Missouri, Ohio and
Pennsylvania. As of June 30, 1997, the Company owned and operated 10
landfills, 29 collection operations, 14 recycling facilities and nine
solid waste transfer stations. As of such date, the Company also owned
one greenfield landfill, and had entered into an agreement to purchase
another new greenfield landfill currently under development contingent
upon its completion and final permitting. The Company also manages five
other landfills and has entered into an agreement, subject to final
regulatory approval, to operate on an interim basis a municipal solid
waste landfill subject to its pending proposed acquisition by the Company.

Industry Overview

The United States nonhazardous solid waste collection and
disposal industry generated estimated revenues of approximately $35
billion in 1996. The Environmental Business Journal, an industry trade
publication, reports that 21% of the solid waste industry revenue is
accounted for by approximately 5,900 private, predominately small,
collection and disposal operations; 31% by municipal governments that
provide collection and disposal services; and 48% by publicly-traded solid
waste companies.

In recent years, the solid waste collection and disposal
industry has undergone significant consolidation and integration. The
Company believes that this consolidation and integration has been caused
primarily by four factors: (i) increasingly stringent environmental
regulation and enforcement resulting in increased capital requirements;
(ii) the inability of many smaller operators to achieve the economies of
scale necessary to compete effectively with large integrated solid waste
service providers; (iii) the evolution of an industry competitive model
which emphasizes providing both collection and disposal/recycling
capabilities; and (iv) the continued privatization of solid waste
collection and disposal services by municipalities and other governmental
bodies and authorities. Despite the considerable consolidation and
integration that has occurred in the solid waste industry in recent years,
the Company believes the industry remains primarily regional in nature and
highly fragmented, and that a substantial number of potential acquisition
opportunities remain.

The increasingly stringent industry regulations, such as the
Subtitle D Regulations, have resulted in rising operating and capital
costs. Many of the smaller industry participants have found these costs
difficult to bear. Additionally, the required permits for landfill
development, expansion or construction have become increasingly more
difficult to obtain. Consequently, many smaller, independent operators
have decided to either close their operations or sell them to larger
operators.

Increasing economies of scale in the solid waste collection and
disposal industry have the benefit of allowing larger integrated companies
to compete more effectively and to comply more effectively with the in-
creasing industry regulatory requirements. The high fixed costs of
landfill assets and the associated profitability of each incremental ton
of disposal waste has led to the development of high volume, regional
landfills. The economies of scale associated with larger regional land-
fills allow them to compete more effectively against smaller, local
landfills.

Larger integrated operators achieve economies of scale in the
solid waste collection and disposal industry through vertical integration
of their operations. These integrated companies have increased their
acquisition activity levels to expand the breadth of services and density
in their market area. Control of the waste stream in these market areas
coupled with access to significant financial resources to make
acquisitions has given larger solid waste collection and disposal
companies the ability to be more cost effective and competitive.

Many remaining operators have attempted to become more efficient
by establishing an integrated network of solid waste collection operations
and transfer stations through which they secure captive solid waste
streams for internal disposal into their own landfills. City and county
governments have historically provided a variety of solid waste services
using their own personnel; however, some municipalities have not been able
to operate efficiently enough to compete with these integrated operators
and have discontinued their collection and/or disposal operations and have
opted to privatize or contract out their collection and disposal services
to private entities, such as the Company.

There is an increasing trend at the state and local levels to
mandate waste reduction at the source and to prohibit the disposal of
certain types of wastes, such as yard wastes and recyclable materials, at
landfills. The Company believes that these trends and laws have created
significant opportunities for fully integrated solid waste companies to
provide additional recycling services to generators of solid waste who are
not otherwise able to dispose of such waste. See "Regulation; State and
Local Regulation" below.

Strategy

Superior's objective is to be one of the largest and most
profitable fully integrated providers of solid waste collection and
disposal services in each market it serves. The Company's strategy to
achieve this objective is to (i) continue to expand its operations and
customer base in its existing markets and to enter new markets through the
acquisition of other solid waste operations; (ii) pursue internal growth
opportunities in its current markets; and (iii) achieve continuing
operating improvements in its business. The Company believes that its
reputation, strategy, culture and financial strength make it an attractive
buyer to acquisition candidates. The Company's operating strategy
emphasizes the integration of its solid waste collection and disposal
operations and the internalization of waste collected. The Company
believes its growth and operating strategies will lead to sustainable
growth in revenue and profitability.

Expansion Through Acquisitions. Since the Company's March 1996
initial public offering through September 11, 1997, the Company has acquired
32 solid waste collection, transfer and disposal operations, including
five landfills, one greenfield landfill, two recycling operations and 24
collection operations, taking the Company into 10 new service markets in
four new states. During 1996, the Company acquired 13 operations,
including two landfills, one recycling operation and 10 solid waste
collection corporations, with total annualized revenues of approximately
$21 million. During 1997 (through September 11, 1997), the Company acquired
19 operations, including three landfills, one greenfield landfill, one
recycling operation and 14 solid waste collection operations, with
annualized revenues of approximately $60 million. A single acquisition
transaction may involve the purchase of multiple business operations.

The Company intends to continue to expand through acquisitions
by (i) expanding into adjacent and new markets by pursuing principally a
"hub and spoke" acquisition strategy and (ii) increasing its revenues and
operational and administrative efficiencies through "tuck-in" and other
acquisitions of profitable solid waste collection operations in its
existing markets. The Company has established a targeted internal
rate of return on investment and pricing parameters which it uses to
evaluate potential acquisitions. In connection with each of its
acquisitions, the Company attempts to implement a number of cost saving
measures, including reductions (in certain instances) in management levels
and other personnel, the imposition of centralized management and cost
controls and the elimination of duplicative collection routes.

When entering new markets, the Company emphasizes a "hub and
spoke" acquisition strategy, involving the acquisition of solid waste
landfills in its targeted new markets followed by the acquisition of
nearby solid waste collection and transfer station operations in order to
secure a captive waste stream for internal disposal into the acquired
landfill. The Company may also acquire solid waste collection operations
in new market areas in which it does not own a landfill or transfer
station if there are sufficient disposal alternatives to ensure
competitive disposal pricing or if it believes it may subsequently be able
to acquire or develop a nearby landfill.

The Company believes "tuck-in" acquisition opportunities exist
within each market it serves and within each of its existing potential new
markets, to allow the Company to further improve its market penetration
and density. (A tuck-in acquisition is one in which the Company acquires
a collection company's vehicles and certain other assets and assumes the
service rights and obligations relating to such company's customers, which
are then fully integrated into one of the Company's existing collection
operations. This generally allows the Company to use the same core
business infrastructure, minimizing costs and enhancing profit margins.)

The Company believes that its reputation, strategy, culture and
financial strength make it an attractive buyer to certain acquisition
candidates. The profiles of acquired companies must fit strategically
into the Company's overall plan for growth within its targeted new and
existing markets. In determining whether to proceed with a business
acquisition, the Company evaluates a number of factors, including: (i)
the acquisition candidate's historical and projected financial results;
(ii) the experience, reputation and personality of the acquisition
candidate's management and the candidate's customer service reputation and
relationships with the local communities; (iii) the anticipated purchase
price and the Company's expected resultant internal rate of return on
investment; (iv) the composition and size of the candidate's customer
base; (v) whether the candidate will augment or increase the Company's
market share or help protect existing market share; (vi) any expected
synergistic effects with one or more of the Company's existing operations;
(vii) whether the candidate will enhance or expand the Company's
geographic market area and will allow the Company to effect other
acquisitions in the vicinity or whether the candidate would involve entry
into a new service market with additional growth potential; (viii) the
types of services provided by the candidate; and (ix) whether the
candidate has definable and controllable liabilities.

Prior to acquiring a business, Superior performs extensive
environmental, operational, engineering, legal, human resource and
financial due diligence. All acquisitions are subject to initial
evaluation and approval by the Company's management. All material
acquisitions are subject to final approval by the Company's Board of
Directors.

The Company has an established integration procedure for newly
acquired companies designed to effect prompt and efficient integration of
the acquired operations and minimize disruption to the ongoing business of
both the Company and the acquired company. Once a solid waste collection
operation is acquired, programs designed to improve collection and
disposal routing, equipment utilization, employee productivity, operating
efficiencies and overall profitability are implemented. The Company also
solicits new commercial, industrial and residential customers in areas
surrounding acquired collection markets as a means of further improving
operating efficiencies and increasing the volumes of solid waste collected
by the acquired operation. The Company typically attempts to retain the
acquired company's management and key employees and decentralized
operations, while consolidating administrative and management information
systems through the Company's corporate offices.

The following table sets forth the Company's acquisitions of
operations completed since the Company's March 1996 initial public
offering through September 11, 1997:

<TABLE>
<CAPTION>
Month Principal
Acquired company acquired business Location Market area

<S> <C> <C> <C> <C>
Olosky Sanitation August Solid waste Clearfield, PA Eastern
1997 collection and Pennsylvania
transportation

D & S Disposal July Solid waste Mauston, WI Central Wisconsin
1997 collection,
recycling and
transportation

Facchine Sanitation July Solid waste DuBois, PA Eastern
1997 collection, Pennsylvania
recycling and
transportation

Holt Landfill Co., Inc.(1) June Construction Tuscaloosa, AL Central
1997 and demolition Alabama
landfill

Urban Sanitation June Solid waste Pell City, AL Central
Corporation(1) 1997 landfill and Alabama
collection

Speedway Sanitation, Inc.(1) June Solid waste Tarrant, AL Central
1997 collection, Alabama
recycling and
transportation

Milliron Industries June Solid waste Mansfield, OH Central
1997 collection, Ohio
recycling and
transportation

Ohio Disposal Systems, Inc. June Solid waste Columbus, OH Central
1997 collection, Ohio
recycling and
transportation

Burggraff Sanitation May Solid waste St. Cloud, MN Central
1997 collection, Minnesota
recycling and
transportation

Certain assets of May Solid waste Buffalo and Central
Randy's Sanitation, Inc. 1997 collection, St. Cloud, MN Minnesota
recycling and
transportation

Certain assets of April Solid waste DuBois and Eastern
Browning-Ferris Industries 1997 collection College Station, Pennsylvania
of Pennsylvania, Inc.(2) PA

Homestand Land Corp.(2) April Solid waste Kersey, PA Central
1997 landfill Pennsylvania

Certain assets of BFI Waste April Solid waste Columbus, Central Ohio
Systems of Ohio, Inc.(2) 1997 collection Zanesville and
and transfer Marietta, OH

Certain assets of April Solid waste Green Bay Northeastern
Browning-Ferris Industries 1997 collection and Chilton, Wisconsin
of Wisconsin, Inc.(2) WI

M&N Disposal, Inc.(2) April Solid waste Chilton, WI Northeastern
(Superior Hickory Meadows 1997 landfill under Wisconsin
Landfill, Inc.) development

Certain assets of March Solid waste and Horicon, WI Southeastern
Ideal Disposal Service, Inc.1997 recyclable collection Wisconsin

Rest and Recoup Resource March Solid waste Horicon, WI Southeastern
Recovery, Inc. 1997 collection Wisconsin

Madison Pallet March Recycling operation Madison, WI Southeastern
1997 Wisconsin

Eagle Waste Systems, Inc. February Solid waste St. Louis, Eastern
1997 collection MO Missouri

D&K Refuse and Recycling, December Solid waste St. Cloud, Central
Inc. 1996 collection MN Minnesota

G.D. LaPlant Sanitation, December Solid waste Buffalo, Central
Inc. 1996 collection MN Minnesota

Peninsula Dump-All, Inc. November Solid waste Sturgeon Bay, Northeastern
1996 collection WI Wisconsin

Wilson Refuse, Inc. October Solid waste Maryland Eastern
1996 collection Heights, MO Missouri

West County Disposal, September Solid waste Ballwin, MO Eastern
Ltd. (Superior Oak 1996 landfill Missouri
Ridge Landfill)

Eau Claire County Landfill September Solid waste Eau Claire, Northwestern
(Superior Seven Mile 1996 landfill WI Wisconsin and
Creek Landfill) Eastern
Minnesota

Vasko Rubbish Removal, August Solid waste St. Cloud, Central
Inc. 1996 collection MN Minnesota

All Waste Disposal, August Solid waste Milwaukee, Southeastern
Inc. (Rearload 1996 collection WI Wisconsin
Commercial Routes)

Superior Lamp Recycling, June Recycling Port Washington, Southeastern
Inc. 1996 WI Wisconsin

DC Refuse Service June Solid waste Sturgeon Bay, Northeastern
& Recycling, Inc. 1996 collection WI Wisconsin

Tom Kraemer June Solid waste St. Cloud, Central
Sanitation, Inc. 1996 collection MN Minnesota

Arrow Disposal March Solid waste Mequon, Southeastern
Service, Inc. 1996 collection WI Wisconsin

Wittstock Services, Inc. March Solid waste Dubuque, Northeastern
1996 collection IA Iowa
______________

(1) Holt Landfill Co., Inc., Urban Sanitation Corporation and Speedway
Sanitation, Inc. are the wholly-owned subsidiaries of R2T2, acquired
on June 27, 1997 in a transaction accounted for as a pooling of
interests.
(2) These operations were acquired in April 1997 in a single acquisition
transaction from BFI and certain of its subsidiaries.
</TABLE>

Internal Growth. Superior believes its internal growth will
come from additional sales penetration in several of its current and
adjacent markets, marketing additional services to existing customers,
including particularly recycling services, and selective price
adjustments. Utilizing a decentralized operations strategy, the Company
has a 60-person sales force (25 of the 60 positions have been added since
the Company's March 1996 initial public offering) dedicated to increasing
the Company's sales to new and existing commercial, industrial and
municipal customers. The Company believes it has been successful and will
continue to succeed in both retaining existing customers and attracting
new customers through the personal contact its sales force has with both
existing and potential customers. A principal component of the Company's
internal growth strategy is to become the sole provider of solid waste
services to its customers, including solid waste, other integrated waste
and recycling services. See "Risk Factors-Competition."

An integral part of the Company's internal growth strategy is to
establish new transfer stations within a 150-mile radius of its existing
landfills to increase its collection and transportation efficiencies and
improve the Company's internalization of collected solid waste. As of
September 11, 1997, the Company had plans to develop new transfer stations
in several markets.

Operating Improvements. The Company has implemented programs
and benchmarking systems designed to improve the operational productivity,
administrative efficiency and profitability of its operations through
improved collection and disposal routing efficiency, equipment
utilization, cost controls, employee training and safety. The Company's
benchmarking system establishes and tracks key statistical measurement
criteria for its collection, transfer and disposal operations to
facilitate improvement in each operation's profitability. The Company has
also implemented an improved job-costing system designed to enhance the
profitability of its project-based other integrated waste services through
improved pricing and more efficient utilization of assets and personnel.

Current Operations

Introduction

As of June 30, 1997, the Company provided the following
integrated waste services to its customers in Wisconsin and in Alabama,
Illinois, Iowa, Minnesota, Missouri, Ohio and Pennsylvania:

- Solid waste collection and transfer
- Recycling services
- Solid waste landfill disposal
- Management of third party landfills
- Other integrated waste services

As of June 30, 1997, Superior owned and operated 10 landfills,
29 collection operations, 14 recycling facilities and nine solid waste
transfer stations. As of such date, the Company also owned one greenfield
landfill and had entered into an agreement to purchase another new
greenfield landfill currently under development (contingent upon its
completed construction and final permitting). The Company also manages
five other landfills and has entered into an agreement, subject to final
regulatory approval, to operate on an interim basis a municipal solid
waste landfill pending its proposed acquisition by the Company. The
Company also provides other integrated waste services, most of which are
project-based and provide additional waste volumes to the Company's
landfills.

The Company's operations originated in Wisconsin and a
substantial part of the Company's operations continue to be located in
Wisconsin. Wisconsin's environmental regulatory climate can be
characterized as rigorous, with broad public and political support for
environmental protection and mandatory recycling laws. Wisconsin was among
the first states to adopt a state counterpart to the Subtitle D
Regulations and has enacted additional laws of relatively broad scope
which restrict the types of waste that can be accepted by Wisconsin
landfills and which require the recycling of a number of waste streams.
The Company believes it has adapted to these operating conditions
successfully through a combination of (i) modified collection and landfill
operating practices; (ii) development of commercial recycling and waste
processing facilities; (iii) utilization of specialized collection
vehicles; and (iv) the introduction of new services which assist customers
in their own efforts to comply with environmental and waste management
regulations. The Company believes its experience operating under these
conditions in Wisconsin may provide it with a competitive advantage as it
enters into other states where environmental regulations are becoming more
stringent and where incumbent competitors may have difficulty adapting to
more restrictive operating conditions. See, "Risk Factors-Competition"
and "-Geographic Concentration."

Solid Waste Collection and Transfer

As of June 30, 1997, the Company provided solid waste collection
services to over 400,000 residential, commercial and industrial customers.
The Company's collection operations are conducted generally within a 150-
mile radius from its landfills or transfer stations. The Company contracts
with local generators of solid waste and directs the waste to either its
own landfill for disposal; to a third-party landfill; or, for additional
handling at one of its transfer stations or recycling facilities. After
compacting and/or separating at a transfer station, the Company has
historically directed the waste to either its own landfill or a third
party landfill. During the six months ended June 30, 1997, approximately
72% of the solid waste collected by the Company was delivered for disposal
at its own landfills, compared to approximately 83% in 1996, primarily due
to collection operations which were acquired since June 30, 1996. The
Company's waste internalization rate has declined since 1996 and may
continue to do so as a result of the Company's acquisitions activities.
The Company believes, however, that its internalization rate should
continue to remain among the highest of its publicly traded competitors in
the solid waste industry, since achieving full vertical integration of the
Company's solid waste operations will continue to be a key element of the
Company's business growth strategy. Solid waste collection and transfer
services accounted for approximately 52% of the Company's revenues in the
first half of 1997, including revenues from disposal services provided to
customers of the Company's collection and transfer units, compared to
approximately 46% in the first half of 1996.

The Company's commercial and industrial collection services are
generally performed under one-year to three-year service agreements, and
fees are determined by such factors as collection frequency, type of
equipment and containers furnished, the type, volume and weight of the
waste collected, the distance to the disposal or processing facility and
the cost of disposal or processing. The Company's commercial and
industrial customers generally utilize portable containers that
temporarily hold solid waste, thereby enabling the Company to service many
customers with fewer collection vehicles. Commercial and industrial
collection vehicles normally need only one employee for operation. The
portable containers range from two to 40 cubic yards in size and are
provided by the Company. Stationary containers that compact waste prior
to collection may also be installed on the premises of large volume
customers.

Substantially all of the Company's municipal solid waste
collection services have historically been performed under contracts with
municipalities. These contracts grant the Company exclusive rights to
service all or a portion of the residential homes in a specified community
or provide a central repository for residential waste drop-off. The
Company had over 290 municipal contracts in place as of June 30, 1997,
compared to over 240 as of December 31, 1996. No single municipal
contract is individually material to the Company's results of operations.
Municipal contracts in the Company's market areas are typically awarded,
at least initially, on a competitive bid basis and usually range in
duration from one to three years. Fees are based primarily on the
frequency and type of service, the distance to the disposal or processing
facility and the cost of disposal or processing. Municipal collection
fees are usually paid either by the municipalities from tax revenues or
through direct service charges to the residents receiving the service.
The Company also provides subscription residential collection services
directly to households.

The Company's transfer stations receive solid waste collected
primarily from its various collection operations, compact the waste and
transfer the waste to larger Company-owned vehicles for transport to
landfills. This procedure reduces the Company's costs by improving its
utilization of collection personnel and equipment. Approximately 22% of
the solid waste accepted for transfer at the Company's transfer stations
in the first six months of 1997 was from third parties, compared to 23% in
the six months ended June 30, 1996.

Recycling Services

The Company provides recycling services to its customers in most
markets as part of its strategy to be a full service integrated solid
waste services company. Recycling involves the removal of reusable
materials from the waste stream for processing and sale in various
applications. The Company believes that recycling will be an increasingly
important component of most major markets' solid waste management plans as
a result of the public's increasing environmental awareness and expanding
regulations mandating or encouraging waste recycling.

As of June 30, 1997, the Company operated 14 recycling
facilities as part of its collection and transfer operations at which it
processes, sorts and recycles paper products, certain plastics, glass,
aluminum and tin cans and certain other items. The Company also operates
a wood pallet recycling operation and curbside residential recycling
programs in connection with its residential collection operations in many
communities.

The Company attempts to resell recycled waste products in the
most commercially reasonable manner practicable and to pass on
contractually a portion of the commodity pricing risk to its commercial
and industrial clients. The Company has a five-year wastepaper purchase
agreement effective through April 2000 with a national paper company
pursuant to which the paper company purchases certain grades of recyclable
wastepaper from the Company at above-market prices, subject to certain
minimum floor resale pricing assurances. Under the terms of this
agreement, the Company has the ability to sell up to all, but not less
than 50%, of its supply of certain grades of recyclable wastepaper to such
company. The Company believes this agreement helps mitigate some of the
variability associated with the resale of its collected and recyclable
wastepaper.

During the first half of 1997, the Company processed an average
of over 7,200 tons of recyclable paper and cardboard per month, compared
to approximately 6,600 tons per month during the first half of 1996 in each
case as restated to take into account the acquisition of R2T2. The
impact of prices for recyclable waste paper had essentially no effect on
the change in revenues in the six months ended June 30, 1997 compared to
the six months ended June 30, 1996. The Company expects this trend to
continue for the remainder of 1997 assuming average resale prices are
similar to 1996 levels. See "Management's Discussion and Analysis of
Financial Conditions and Results and Operations."

Solid Waste Landfill Disposal

As of June 30, 1997, the Company owned and operated 10 solid
waste landfills in Alabama, Minnesota, Missouri, Ohio, Pennsylvania and
Wisconsin and managed five others. The Company also owns one greenfield
landfill, and has entered into an agreement to purchase another greenfield
landfill currently under development contingent upon its completed
construction and final permitting. The Company's landfill facilities are
designed and operated to meet federal, state and local regulations in all
material respects and the Company believes each of its landfill sites
are in compliance with current applicable state and federal Subtitle D
Regulations in all material respects. None of the Company's landfills is
permitted to accept hazardous waste. In the first half of 1997,
approximately 36% of the solid waste disposed of at the Company's
landfills was delivered by the Company compared to approximately 35% in
the first half of 1996. Other customers are charged "tipping fees" based
on the amount and type of solid waste deposited. The Company operates
licensed bioremediation facilities at several of its landfills where the
concentrations of volatile organic compounds in contaminated soils are
reduced through microbial activities enhanced by pumping air through the
soils. The bioremediated soils are then reused as cover material at the
Company's landfills.

The average daily volume of waste accepted for disposal at the
Company's open landfills increased from approximately 5,900 tons per day
in the six months ended June 30, 1996 to approximately 8,700 tons per day
in the six months ended June 30, 1997 (9,900 tons per day in the second
quarter of 1997 in each case as restated for the acquisition of R2T2).
The increase in revenues from landfill disposal operations is the result
of waste received at three new disposal sites acquired since June 30,
1996, increased volumes of special waste streams from the Company's
project-driven other integrated waste services and increased volumes
received from a disposal contract for a customer's Milwaukee collection
operations. Revenues from landfill disposal operations decreased to
approximately 21% of the Company's revenues in the six months ended June
30, 1997 from approximately 23% of the Company's revenues in the six
months ended June 30, 1996 as a result of acquisitions completed since
June 30, 1996, and does not include revenues from disposal services
provided to customers of the Company's collection, transfer and other
integrated waste services units.

The following table provides certain information as of June 30,
1997 with respect to Superior landfills which were owned, under development
or subject to purchase under definitive purchase agreements:

<TABLE>
<CAPTION>
Approximate
Month Year Permitted total
Landfill name and location acquired opened acreage(1) acreage(1)

<S> <C> <C> <C> <C>
Superior Cranberry Creek Landfill, * 1986 34 1,060
Wisconsin Rapids, WI (Central Wisconsin)
Superior Valley Meadows Landfill, * 1979 29 600(2)
Fort Atkinson, WI (Southeastern Wisconsin)
Superior Glacier Ridge Landfill, March 1993 1986 44 560
Mayville, WI (Eastern Wisconsin)

Superior Emerald Park Landfill, November 1993 1994 35 340
Muskego, WI (Milwaukee metropolitan area)
Superior FCR Landfill, July 1994 1965 24 357(3)
Buffalo, MN (Minneapolis metropolitan area)
Superior Seven Mile Creek Landfill, September 1996 1978 37 160(4)
Eau Claire, WI (Northwestern Wisconsin)
Superior Oak Ridge Landfill, September 1996 1975 126 180(5)
Ballwin, MO (St. Louis metropolitan area)
Superior Hickory Meadows Landfill, April 1997 Greenfield N/A(6) 317
Chilton, WI (Northeastern Wisconsin) landfill under
development
scheduled to
open late 1998

Greentree Landfill, April 1997 1986 91 1,336
Kersey, PA (Central Pennsylvania)
Holt Landfill(7), June 1997 1988 24 87
Tuscaloosa, AL (Central Alabama)
Urban Landfill, June 1997 1975 25 418
Pell City, AL (Central Alabama)

Noble Road Landfill(8), Acquisition Greenfield N/A(9) 288
Mansfield, OH (Central Ohio) pending(8) landfill under
development
scheduled to
open in Fall
1997

Sycamore Landfill(10), Acquisition 1975 25 93
Hurricane, WV (Central West Virginia) pending(10)
_______________

* Acquired as part of the Company's original consolidation in 1993.
(1) Permitted acreage represents the portion of the total acreage on
which disposal cells have been constructed (including any that may
have been filled or capped) or may be constructed based upon an
approval issued by the regulatory agency generally authorizing the
development of a landfill on the acreage. The portion of total
acreage that is not currently permitted is not available for waste
disposal.
(2) Does not include approximately 80 acres currently subject to
acquisition by the Company upon exercise of a purchase option.
(3) Does not include approximately 40 acres currently subject to
acquisition by the Company upon exercise of a purchase option.
(4) Does not include approximately 80 acres currently subject to
acquisition by the Company upon exercise of a purchase option.
(5) Includes approximately 125 acres leased by the Company. Does not
include approximately 58 acres subject to acquisition by the Company
upon exercise of a purchase option.
(6) Application pending for 58.7 permitted acres.
(7) Construction and demolition landfill.
(8) Consummation of the Company's acquisition of this landfill is
subject to the landfill's completed construction and final
permitting.
(9) Application pending for 102 permitted acres.
(10) The Company has entered into an interim operating agreement, subject
to regulatory approval, to operate on an interim basis this
municipal solid waste landfill pending final regulatory approval of
the Company's proposed purchase of this landfill.
</TABLE>

Management of Third Party Landfills

As of June 30, 1997, the Company managed five landfills owned by
third parties. One of the landfills is a fly ash monofill, one is a
bottom ash monofill, one is a county owned municipal solid waste landfill,
and two are paper sludge and ash captive monofills owned by separate paper
companies. A monofill is a landfill which only accepts one type of waste.
The fly ash and bottom ash monofills are both owned by a Wisconsin public
electric utility company and service is provided by the Company on a
purchase order basis. The municipal solid waste landfill managed by the
Company under an agreement that expires at the end of 1997 is in Portage
County located in Central Wisconsin. One of the paper company monofills
is located in Brokaw, Wisconsin and is managed under a two-year waste
hauling and landfill operation agreement that expires in May 1998. The
other is located in Quinnesec, Michigan and is managed under an agreement
that expires July 1999. Additionally, the Company has entered into an
agreement to operate on an interim basis a municipal solid waste landfill
pending final regulatory approval of its purchase by the Company. These
management contracts are not individually or in the aggregate material to
the Company's results of operations.

Other Integrated Waste Services

In order to provide integrated solid waste services to a wide
range of customers, Superior provides a variety of other integrated waste
services, most of which are project-based and provide additional waste
volumes to the Company's landfills. These services include the
remediation and disposal of contaminated soils and similar materials;
wastewater biosolids management; full container consumer product
recycling; and temporary storage and transportation of special and
hazardous waste, including household hazardous waste. Revenues from these
other integrated waste services constituted approximately 15% of the
Company's revenues for the six months ended June 30, 1997, compared to 19%
for the six months ended June 30, 1996. This trend is expected to continue
over the long term as the Company pursues its growth strategy of acquiring
additional solid waste disposal, transfer and collection operations.

The Company's project-based remediation services involve the
removal and transportation of contaminated soil from environmental
remediation projects for disposal at the Company's landfills in compliance
with applicable regulations. The Company also provides value-added
services to bioremediate contaminated soils at its landfills prior to
final disposal. After excavation, the Company uses nutrients and micro-
organisms to naturally remove or reduce contaminants from contaminated
soil before disposing of the remediated soils in its landfills or using
the remediated soils in landfill construction. The Company's
environmental field services, which are provided principally to industrial
clients in Wisconsin, include the containment and cleanup of actual and
threatened releases of hazardous materials into the environment on both a
planned and an emergency response basis. These services include cleanout
of wastewater treatment tanks, cleanup of abandoned oil recycling
facilities, cleanup and demolition of manufacturing facilities and removal
and remediation of underground storage tanks. The Company is the primary
standby provider of environmental emergency spill response services to the
Wisconsin Department of Natural Resources ("WDNR") in Eastern and Central
Wisconsin.

The Company's wastewater biosolids operations consist
principally of the removal, transportation, storage and beneficial reuse
through land application of industrial and municipal nonhazardous
wastewater biosolids. The Company contracts with municipalities, paper
mills and food processing plants to remove, transport and dispose of both
municipal and industrial wastewater biosolids. In most cases,
municipalities or industrial processors have on-site wastewater treatment
facilities which pretreat and concentrate biosolid wastes prior to removal
and reuse. In other cases, the Company will transport a generator's
wastewater biosolids from holding tanks or lagoons to a third party
wastewater treatment facility. Land application is generally limited by
state regulations to six months out of the year in Wisconsin.
Consequently, the Company built a one million gallon permitted wastewater
biosolid storage tank in which it stores certain liquid and biosolid
wastes until they can be land applied during the spring and fall.

The Company provides nonhazardous "special" waste and hazardous
waste (including household hazardous waste) services, transportation and
temporary storage services to industrial clients principally in Wisconsin.
The Company provides its hazardous waste services principally from its
fully-permitted temporary storage facility ("TSF") located in Port
Washington, Wisconsin (approximately 25 miles north of Milwaukee).
Hazardous waste collected by the Company is transported to third party
treatment or disposal facilities which have been selected by the customer
in virtually all cases. The Company also reclaims mercury at its TSF from
discarded mercury-containing items such as utility meters, fluorescent
lights and thermometers. The Company does not typically take title to
collected hazardous waste nor does it handle or accept radioactive wastes,
explosives, certain poisons, certain PCBs and certain other types of
hazardous wastes. The Company does not own or operate, or intend to own
or operate, a hazardous waste disposal facility. Revenues from hazardous
waste transportation and temporary storage services accounted for less
than 3% of the Company's revenues for the six months ended June 30, 1997
and less than 5% of the Company's revenues in the six months ended
June 30, 1996. Although the Company may under certain conditions from
time to time acquire additional operations which focus on providing other
integrated waste services, including certain hazardous waste services, the
Company expects this trend to continue as the Company pursues its growth
strategy of acquiring additional solid waste disposal, transfer and
collection operations.

Marketing and Sales

Superior markets its services on a decentralized basis
principally through its general managers and 60 direct sales
representatives. The Company also obtains new customers from referral
sources, reputation and local market print advertising.

The Company's sales representatives visit customers on a regular
basis and each sales representative calls upon potential new customers
within a specified territory or service area, including new market areas
not currently being served by the Company. The Company emphasizes
providing quality services and customer satisfaction and retention, and
believes that its focus on quality service will help it to retain existing
and attract additional customers. Maintenance of a local presence and
identity is another important aspect of the Company's marketing plan for
its various operations. Many of the Company's managers are involved in
local governmental, civic and business organizations.

The Company has a solid waste sales program which calls for
additional sales coverage of key urban markets under the direction of area
sales managers and facility general managers. This sales program is
focused on improving market density. The Company also intends to continue
emphasizing the development of preferred provider relationships with
industrial and commercial customers, thereby helping it to secure a
greater proportion of such customers' various waste streams. To further
facilitate internal sales growth, the Company's solid waste sales program
also contains a specific customer retention plan. The Company's sales
representatives also market the Company's landfill disposal services to
generators of contaminated soil. The Company seeks to maintain a local
identity and image and a high degree of involvement in each community in
which it operates.

The Company has a diverse customer base, with no single customer
accounting for more than 6% of the Company's revenues in either of the six
months ended June 30, 1997 or 1996. The Company does not believe that the
loss of any single customer would have a material adverse effect on the
Company's results of operations.

Competition

The solid waste management industry is highly competitive, very
fragmented and requires substantial labor and capital resources. Intense
competition exists within the industry not only for collection,
transportation and disposal volume, but also for acquisition candidates.
The industry includes five large national waste companies, Waste
Management, Inc., Browning-Ferris Industries, Inc., USA Waste Services,
Inc., Allied Waste Industries, Inc. and Republic Industries, Inc. The
Company also competes with a number of regional and local companies.

Superior competes for landfill disposal business primarily on
the basis of disposal fees, geographical location and quality of
operations. The Company's ability to obtain landfill disposal volume may
be limited by the fact that some major collection companies also own or
operate their own landfills in the Company's market areas, to which they
send their waste. The Company also competes, to a lesser extent, with
certain municipalities that maintain their own solid waste disposal
operations. These municipalities may have certain advantages over the
Company in financing their operations due to the availability of tax
revenues and tax-exempt financing. The Company competes for collection
and recycling accounts primarily on the basis of price and quality of its
services. From time to time, competitors may reduce the price of their
services in an effort to expand market share or to win a competitively bid
municipal contract. These practices may also lead to reduced pricing for
the Company's services or the loss of business. The Company provides a
substantial portion of its residential collection services under municipal
contracts. As is generally the case in the industry, these contracts are
subject to periodic competitive bidding. There can be no assurance that
the Company will be the successful bidder to obtain or retain these
contracts.

Property and Equipment

As of June 30, 1997, the Company owned and operated 10
landfills, 29 collection operations, 14 recycling facilities, nine
transfer facilities and one greenfield landfill currently under
development. The Company leases various offices and facilities, including
its executive offices in suburban Milwaukee under a lease expiring in
1998. The Company also leases property which provides access to its
Superior Oak Ridge landfill in Ballwin, Missouri. The real estate owned
by the Company is not subject to material encumbrances. The Company
believes that its existing facilities are generally adequate for its
current needs and requirements.

Employees

As of June 30, 1997, the Company employed approximately 1,300
full-time employees. None of the Company's employees are members of a
collective bargaining unit or covered by a collective bargaining
agreement.

Risk Management, Insurance and Performance Bonds

The Company's risk management program includes evaluating both
existing facilities, as well as potential acquisitions, for environmental
laws compliance and operating procedures. An environmental risk
assessment was performed on each of the Company's predecessor entities
prior to their 1993 consolidation into the Company and included a
regulatory review and file check, interviews with regulators, a review of
prior disposal sites, a site assessment visit, identification of risk
factors, review of existing environmental monitoring programs, evaluation
and investigation of risk items and compilation and assessment of
environmental liabilities. This procedure also included technical
analysis of hydrogeological and regulatory compliance issues by an
independent environmental consultant.

Operating practices at all existing Company operations stress
minimizing the possibility of environmental contamination and litigation.
The Company believes that all of its facilities are in compliance in all
material respects with the Subtitle D Regulations and applicable state
regulations, including design criteria, environmental monitoring,
financial assurance and long-term care provisions.

The Company carries a range of insurance intended to help
protect its assets and operations, including a commercial general
liability policy and a property damage policy. The Company maintains a
limited environmental impairment liability policy on its landfills and TSF
that provides coverage, on a "claims made" basis, against certain third
party off-site environmental damage. This insurance does not provide
protection against on-site environmental liabilities. See "Risk Factors-
Potential Uninsured Risks and Performance Bonds." The Company also
maintains contractor's pollution liability insurance which covers certain
environmental liabilities arising out of the Company's hazardous waste
emergency response and remediation services and pollution endorsements to
its automobile liability policies which cover certain environmental
liabilities to third parties from the Company's transportation operations.
A partially or completely uninsured claim against the Company (including
liabilities associated with cleanup or remediation at its own sites, or
liabilities substantially in excess of policy limits or a substantial
number of claims resulting in liabilities not insured against because of
policy deductible or co-insurance provisions), if successful and
of sufficient magnitude, could have a material adverse effect on the
Company's results of operations or financial condition. Any future
difficulty in obtaining insurance could also impair the Company's ability
to secure future contracts, which may be conditioned upon the availability
of adequate insurance coverage.

Municipal solid waste collection contracts typically require
performance bonds or other means of financial assurance to secure
contractual performance. The Company has not experienced difficulty in
obtaining performance bonds or letters of credit for its current
operations. If the Company were unable to obtain surety bonds or letters
of credit in sufficient amounts or at acceptable rates, it may be
precluded from entering into additional municipal solid waste collection
contracts or obtaining or retaining landfill operating permits.

Regulation

Introduction

The Company is currently subject to extensive and evolving
federal, state and local environmental laws and regulations that have been
enacted in response to technological advances and increased concern over
environmental issues. These regulations not only strictly regulate the
conduct of the Company's operations but also are related directly to the
demand for many of the services offered by the Company. Some of the
federal statutes described below contain provisions authorizing, under
certain circumstances, the institution of lawsuits by private citizens to
enforce the provisions of the statutes.

The regulations affecting the Company are administered by the
EPA and various other federal, state and local environmental, zoning,
health and safety agencies. The Company believes that it is currently in
substantial compliance with applicable federal, state and local laws,
permits, orders and regulations. The Company believes there will continue
to be increased regulation, legislation and regulatory enforcement actions
related to the solid waste services industry. As a result, the Company
attempts to anticipate future regulatory requirements and to plan
accordingly to remain in compliance with the regulatory framework.

In order to develop and operate a landfill, a biosolid storage
facility, a transfer station, most other solid waste facilities or a
hazardous waste treatment/storage facility, the Company must typically go
through several governmental review processes and obtain one or more
permits and often zoning or other land use approvals. Obtaining these
permits and zoning or land use approvals is difficult, time consuming and
expensive and is often opposed by various local elected officials and
citizens' groups. Once obtained, operating permits generally must be
periodically renewed and are subject to modification and revocation by the
issuing agency.

The Company's operating facilities are subject to a variety of
operational, monitoring, site maintenance, closure, post-closure and
financial assurance obligations which change from time to time and which
could give rise to increased capital expenditures and operating costs. In
connection with the Company's expansion of its existing or any newly
acquired landfills, it is often necessary to expend considerable time,
effort and money in complying with the governmental review and permitting
process necessary to maintain or increase the capacity of these landfills.
Governmental authorities have broad power to enforce compliance with these
laws and regulations and to obtain injunctions or impose civil or criminal
penalties in the case of violations. In the ordinary course of its
landfill, transfer station and TSF operations, the Company has from time
to time received notices from regulatory authorities that its operations
may not be in compliance with certain applicable environmental laws and
regulations. Upon receipt of any notices, the Company generally
cooperates with the authorities in an attempt to resolve the issues raised
by such notices and pays the agreed upon fine or penalty. Failure to
correct the problems to the satisfaction of the authorities could lead to
curtailed operations, fines and penalties or even closure of a landfill or
other facility.

In order to transport waste, it is necessary for the Company to
possess one or more permits from state or local agencies. These permits
also must be periodically renewed and are subject to modification and
revocation by the issuing agency.

See "Risk Factors-Government Regulation" and "-Potential
Environmental Liability" for a discussion of certain of the material
potential risks and liabilities applicable to the Company and an
investment therein relating to governmental regulation.

The principal federal, state and local statutes and regulations
applicable to the Company's various operations are as follows:

The Resource Conservation and Recovery Act of 1976, as amended

RCRA regulates the generation, treatment, storage, handling,
transportation and disposal of solid waste and requires states to develop
programs to ensure the safe disposal of solid waste. RCRA divides solid
waste into two groups, hazardous and nonhazardous. Wastes are generally
classified as hazardous if they (i) either (a) are specifically included
on a list of hazardous wastes or (b) exhibit certain hazardous
characteristics and (ii) are not specifically designated as nonhazardous.
Wastes classified as hazardous under RCRA are subject to much stricter
regulation than wastes classified as nonhazardous. Among the wastes that
are specifically designated as nonhazardous waste are household waste and
"special" waste, including items such as petroleum contaminated soils,
asbestos, foundry sand, shredder fluff and most nonhazardous industrial
waste products.

The EPA regulations issued under Subtitle C of RCRA impose a
comprehensive "cradle to grave" system for tracking the generation,
transportation, treatment, storage and disposal of hazardous wastes. The
Subtitle C regulations provide standards for generators, transporters and
disposers of hazardous wastes, and for the issuance of permits for sites
where such material is treated, stored or disposed. Subtitle C imposes
detailed operating, inspection, training and emergency preparedness and
response standards, as well as requirements for manifesting, record
keeping and reporting, facility closure, post-closure and financial
responsibilities. These regulations require the Company's
transfer/storage facilities to demonstrate financial assurance for sudden
and nonsudden pollution occurrences. Financial assurance for future
closure and post-closure expenses must also be maintained. The Company
believes that its hazardous waste transportation activities and its TSF
comply in all material respects with the applicable requirements of
Subtitle C of RCRA.

In October 1991, the EPA adopted the Subtitle D Regulations
governing solid waste landfills. The Subtitle D Regulations, which
generally became effective in October 1993, include location restrictions,
facility design standards, operating criteria, closure and post-closure
requirements, financial assurance requirements, groundwater monitoring
requirements, groundwater remediation standards and corrective action
requirements. In addition, the Subtitle D Regulations require that new
landfill sites meet more stringent liner design criteria (typically,
composite soil and synthetic liners or two or more synthetic liners)
designed to keep leachate out of groundwater and have extensive collection
systems to collect leachate for treatment prior to disposal. Groundwater
monitoring wells must also be installed at virtually all landfills to
monitor groundwater quality and, indirectly, the leachate collection
system operation. The Subtitle D Regulations also require, where
threshold test levels are present, that methane gas generated at landfills
be controlled in a manner that protects human health and the environment.
Each state is required to revise its landfill regulations to meet these
requirements or such requirements will be automatically imposed upon it by
the EPA. Each state is also required to adopt and implement a permit
program or other appropriate system to ensure that landfills within the
state comply with the Subtitle D Regulations criteria. Wisconsin and
various other states into which the Company has entered, or may enter,
have adopted regulations or programs as stringent as, or more stringent
than, the Subtitle D Regulations. The Company believes that all of its
present landfill operations are in compliance with current applicable
state and federal Subtitle D Regulations in all material respects.

The Federal Water Pollution Control Act of 1972

The Federal Water Pollution Control Act of 1972, as amended
("Clean Water Act"), establishes rules regulating the discharge of
pollutants from a variety of sources, including solid waste disposal sites
and transfer stations, into waters of the United States. If surface water
runoff from the Company's landfills or transfer stations is discharged
into streams, rivers or other surface waters, the Clean Water Act would
require the Company to apply for and obtain a discharge permit, conduct
sampling and monitoring and, under certain circumstances, reduce the
quantity of pollutants in such discharge. Also, virtually all landfills
are required to comply with the EPA's storm water regulations issued in
November 1990, which are designed to prevent possibly contaminated
landfill storm water runoff from flowing into surface waters. The Company
believes that its facilities are in compliance in all material respects
with Clean Water Act requirements, particularly as they apply to treatment
and discharge of storm water. The Company believes it has secured or has
applied for all material required discharge permits under the Clean Water
Act or comparable state-delegated programs. In those instances where the
Company's applications for discharge permits are pending and a final
discharge permit has not been issued, the Company believes it is in
substantial compliance with the applicable substantive state standards in
its market areas in administering the Clean Water Act.

The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended

CERCLA established a regulatory and remedial program intended to
provide for the investigation and cleanup of facilities from which there
has been, or is threatened, a release of any hazardous substance into the
environment. CERCLA's primary mechanism for remedying such problems is to
impose strict, joint and several liability for cleanup of facilities on
current owners and operators of the site, former owners and operators of
the site at the time of the disposal of the hazardous substances, as well
as the generators of the hazardous substances and the transporters who
arranged for disposal or transportation of the hazardous substances. The
costs of CERCLA investigation and cleanup can be very substantial.
Liability under CERCLA does not depend upon the existence or disposal of
"hazardous waste" as defined by RCRA, but can also be founded upon the
existence of even very small amounts of the more than 700 "hazardous
substances" listed by the EPA, many of which can be found in household
waste. If the Company were to be found to be a responsible party for a
CERCLA cleanup, the enforcing agency could hold the Company, or any other
generator, transporter or the owner or operator of the facility,
completely responsible for all investigative and remedial costs even if
others may also be liable. CERCLA, however, provides a responsible party
with the right to bring legal action against other responsible parties for
their allocable share of investigative and remedial costs. The Company's
ability to get others to reimburse it for their allocable share of such
costs would be limited by the Company's ability to find other responsible
parties and prove the extent of their responsibility and by the financial
resources of such other parties. In addition, CERCLA authorizes the
imposition of a lien in favor of the United States upon all real property
subject to, or affected by, a remedial action for all costs for which a
party is liable.

CERCLA requires the EPA to establish a National Priorities List
("NPL") of sites at which hazardous substances have been or are threatened
to be released into the environment and which require investigation or
cleanup. As one of the sellers' conditions to the Company's March 1993
acquisition of the Superior Glacier Ridge landfill, Superior was required
to accept the transfer of an adjacent closed landfill identified as a
CERCLA site and listed on the NPL. The Company believes that it has not
been identified as a potential responsible party at any other CERCLA
identified site.

The Clean Air Act

Through state implementation of federal requirements, the Clean
Air Act provides for regulation of the emission of air pollutants from
certain landfills based upon the date of landfill construction,
reconstruction or modification, and the volume of emissions of regulated
pollutants or capacity of the landfill. EPA has issued new source
performance standards regulating air emissions of methane and non-methane
organic compounds from municipal solid waste landfills with certain
capacity, constructed or reconstructed after May 1991. States are
required to develop regulations for landfills that existed prior to that
date and the regulations are in various stages of development in the
states where the Company operates. The state regulations will require
installation of pollution controls for pre-1991 landfills that emit over
certain amounts of non-methane organic compounds. In addition to these
requirements, landfills may be subject to more extensive pollution
controls, emission limitations, and pre-construction permitting
requirements, depending on the amount of air pollutants the landfill emits
or has the potential to emit; these requirements are more stringent for
landfills located in areas with air pollution problems. Some states may
require a permit to install pollution controls at landfills, particularly
gas extraction and flaring systems. EPA has also issued standards to
regulate the disposal of asbestos-containing wastes. The landfill may be
required to obtain a federal operating permit under Title V. Finally,
future regulations under development by EPA for the control of emissions
of hazardous air pollutants from landfills may apply; EPA plans to issue
these rules in November 2000.

The Occupational Safety and Health Act of 1970

The Occupational Safety and Health Act of 1970, as amended
("OSHA"), authorizes the Occupational Safety and Health Administration to
promulgate occupational safety and health standards. Various of those
promulgated standards, including standards for notices of hazards, safety
in excavation and the handling of asbestos, may apply to certain of the
Company's operations. The Company has no direct involvement in asbestos
removal or abatement projects. However, asbestos-containing waste
materials are accepted at certain of the Company's landfills that are
authorized to accept such materials, and some of the Company's collection
operations receive asbestos-containing waste materials which have already
been packaged and labelled. These packages are loaded onto the Company's
vehicles by employees of the asbestos abatement contractors for
transportation to and disposal at the Company's authorized landfills.
Accordingly, OSHA regulations designed to minimize employees' exposure to
airborne asbestos fibers and provide employees with proper training and
protection generally apply to the Company's operations in the
transportation and handling of the asbestos waste. The Company's
employees are trained to respond appropriately in the event there is an
accidental spill or release of the packaged asbestos-containing materials
during transportation or landfill disposal.

State and Local Regulations

Each state in which the Company currently operates, or may
operate in the future, has laws and regulations governing the generation,
storage, treatment, handling, transportation and disposal of solid and
hazardous waste, water and air pollution and, in most cases, the siting,
design, operation, maintenance, closure and post-closure maintenance of
landfills and other solid and hazardous waste management facilities. In
addition, many states have programs that require investigation and clean
up of sites containing hazardous materials in a manner comparable to
CERCLA. These statutes impose requirements for investigation and cleanup
of contaminated sites and liability for costs and damages associated with
such sites, and some provide for the imposition of liens on property owned
by responsible parties. Furthermore, many municipalities also have
ordinances, local laws and regulations affecting the Company's operations.
These include zoning and health measures that limit solid waste management
activities to specified facilities, laws that grant the right to establish
franchises for collection services and then put out for bid the right to
provide collection services, and bans or other restrictions on the
movement of solid wastes into a municipality.

Certain permits and approvals may limit the types of waste that
may be accepted at a landfill or the quantity of waste that may be
accepted at a landfill during a given time period. In addition, certain
permits and approvals, as well as certain state and local regulations, may
limit a landfill to accepting waste that originates from specified
geographic areas or seek to restrict the importation of out-of-state waste
or otherwise discriminate against out-of-state waste. Generally,
restrictions on the importation of out-of-state waste have not withstood
judicial challenge. However, from time to time federal legislation is
proposed which would allow individual states to prohibit the disposal of
out-of-state waste or to limit the amount of out-of-state waste that could
be imported for disposal and would require states, under certain
circumstances, to reduce the amounts of waste exported to other states.
Although such legislation has not yet been passed by Congress, if this or
similar legislation is enacted, states in which the Company operates
landfills could act to limit or prohibit the importation of out-of-state
waste. Such state actions could materially adversely affect landfills
within those states that receive a significant portion of waste
originating from out-of-state.

In addition, certain states and localities may for economic or
other reasons restrict the exportation of waste from their jurisdiction or
require that a specified amount of waste be disposed of at facilities
within their jurisdiction. In 1994, the United States Supreme Court held
unconstitutional, and therefore invalid, a local ordinance that sought to
impose flow controls on taking waste out of the locality. However,
certain state and local jurisdictions continue to seek to enforce such
restrictions and, in certain cases, the Company may elect not to challenge
such restrictions based upon various considerations. In addition, the
aforementioned proposed federal legislation would allow states and
localities to impose certain flow control restrictions. These
restrictions could result in the volume of waste going to landfills being
reduced in certain areas, which may materially adversely affect the
Company's ability to operate its landfills at their full capacity and/or
affect the prices that can be charged for landfill disposal services.
These restrictions may also result in higher disposal costs for the
Company's collection operations. If the Company were unable to pass such
higher costs through to its customers, the Company's business, financial
condition and results of operations could be materially adversely
affected.

The permits or other land use approvals with respect to a
landfill, as well as state or local laws and regulations, may (i) specify
the quantity of waste that may be accepted at the landfill during a given
time period; and/or (ii) specify the types of waste that may be accepted
at the landfill. Once an operating permit for a landfill is obtained, it
is generally necessary to renew the permit periodically.

There has been an increasing trend at the state and local level
to mandate and encourage waste reduction at the source and to provide
waste recycling and limit or prohibit the disposal of certain types of
solid wastes, such as yard wastes, in landfills. The enactment of
regulations reducing the volume and types of wastes available for
transport to and disposal in landfills has reduced the volume of waste
disposed of by the Company's continuing customers. The Company has
responded to these trends by increasing its emphasis on providing
recycling services to its customers.

Legal Proceedings

In connection with an acquisition in March 1993, the Company
was required to accept the transfer of an adjacent closed landfill that is
listed on the National Priorities List ("NPL"). A remedial investigation
was performed by the PRPs (including the Company) to determine the scope
and nature of the contamination at the site and a feasibility study was
submitted to the EPA and WDNR which described the alternatives for
remediating the associated groundwater contamination. The WDNR has
formally approved the remedial alternative recommended by the PRPs which
calls for the installation of two to four additional gas extraction wells
(which would be connected to the existing gas extraction system at the
site) and continued groundwater monitoring. As of June 30, 1997, the
estimated one-time capital cost for the additional extraction wells was
$107,000. Annual operating, maintenance and monitoring costs for the
new extraction wells, the landfill cap, the existing gas extraction system
and groundwater monitoring system are estimated as $90,000. The operating
duration of the proposed remediation is uncertain, but could be 30 years
or longer. The Company has entered into a settlement agreement with certain
generator PRPs which allocates the costs of the remediation. Under the
settlement agreement, certain of the generator PRPs agreed to contribute
a total of approximately 42% of future costs for remedial action and the
annual operating, maintenance and monitoring costs related to the site.
The seller and former owner of the closed landfill agreed to indemnify
the Company up to $2.8 million for any site liabilities, including the
annual costs of operating, maintaining and monitoring the closed landfill
and any costs the Company may incur as a PRP. The Company has been paid
$482,755 by the seller. The seller's remaining potential indemnification
obligation was collateralizaed as of June 30, 1997 by $2,317,245 held in
escrow. The $2,317,245 recoverable from the seller is included on the
Company's balance sheet as part of "other assets." On August 15, 1997,
an engineer selected by the seller determined that the reasonable present
value of the cost of a likely remedial action plan for the closed landfill
approximates $688,000. The Company is currently evaluating the engineer's
determination; however, if such determination is accepted or upheld upon
subsequent potential challenge, the Company may be required to return to
the seller substantially all or a substantial portion of the current amount
held in escrow. Although the engineer's estimate of such potential costs
was substantially less than the Company's current estimate, the Company
believes its existing financial reserves, together with the amounts paid
or remaining payable by the seller and the contribution obligations of the
generator PRPs, are adequate to cover the currently anticipated remediation
costs of such landfill. As is the case with all sites on the NPL, the
performance of the selected remedies at the closed landfill will be subject
to periodic review by the WDNR and the EPA. In the event the selected
remedies do no perform adequately to meet applicable state and federal
standards, additional remedial measures beyond those currently anticipated
could be required by the WDNR or EPA. Implementation of any such additional
remedial measures may involve substantial additional costs beyond those
currently anticipated.

In connection with the formation of the Company in 1993 through
the consolidation of three groups of independent waste services companies,
certain potential environmental liabilities associated with the previously
filled portion of the Superior Valley Meadows landfill were identified.
At the time of the consolidation of these companies into the Company, a
contingent liability escrow was established to cover the then estimated
costs of remediation and monitoring with respect to these contingent
liabilities. To indemnify the Company against up to $1,308,000 of these
contingent liabilities, 130,800 shares of the Company's Common Stock
otherwise issuable as part of the consolidation to the individual who was
the principal shareholder of the prior owner of the site and who is now a
director, executive officer and significant shareholder of the Company,
were withheld from issuance. In order to preserve the Company's rights
under this indemnification arrangement prior to the February 24, 1997
expiration date for advancing such types of indemnification claims, the
Company formally notified the individual of the Company's claim against
the withheld shares for the entire amount of the originally established
liability escrow. The Company believes that the entire amount of such
environmental liabilities will either be covered by the foregoing
indemnification arrangement or otherwise is not expected to have a
material adverse effect on the Company's results of operations or
financial condition.

The Missouri Department of Natural Resources ("MDNR") has
alleged that the prior owner of the Company's Oak Ridge Landfill in
Ballwin, Missouri exceeded the permitted vertical elevation of the
landfill by allowing disposal of solid waste outside the permitted
contours of the landfill. The MDNR has also alleged that the landfill has
not complied with the terms of a settlement agreement with the MDNR
addressing these allegations. A Company subsidiary purchased the landfill
in September 1996. The Company is unable to assess the cost, if any, of
correcting this alleged violation, or the extent of any fine which may be
imposed by MDNR. The Company believes that any expense associated with
correcting the alleged violation as well as any such fine imposed would be
covered by the indemnification obligations of the landfill's prior owner.

A group of local citizens has filed a petition with the WDNR for
an administrative contested case hearing with respect to the proposed
expansion of one of the Company's Wisconsin landfills. The petition
challenges the environmental feasibility of the proposal.

The Company carries a range of insurance, including a commercial
general liability policy and a property damage policy. The Company's
policies include certain deductible and co-insurance provisions which
require the Company to bear certain liabilities otherwise covered by such
policies. The Company maintains a limited environmental impairment
liability policy on its landfills and transfer stations that provides
coverage, on a "claims made" basis, against certain third party off-site
environmental damage. There can be no assurance that the limited
environmental impairment policy will remain in place or provide sufficient
coverage for existing, but not yet known, third party, off-site
environmental liabilities. The Company is also a party to various legal
proceedings arising in the normal course of business. The Company believes
that the ultimate resolution of these other matters will not have a
material adverse effect on the Company's financial condition or results of
operations.

MANAGEMENT

Directors, Executive Officers and Key Employees

The following table sets forth information, as of September 11,
1997, regarding the directors, executive officers and certain key
employees of the Company:

Name Age Company Position

Joseph P. Tate . . . . . 53 Chairman and Director
G. William Dietrich . . . 51 President, Chief Executive Officer and
Director
George K. Farr . . . . . 39 Chief Financial Officer and Treasurer
Peter J. Ruud . . . . . . 43 Vice President - Administration and
Secretary
Scott S. Cramer . . . . . 45 Vice President and General Counsel
B. Todd Watermolen . . . 38 Vice President - Director of
Environmental Engineering and Chief
Compliance Officer
Dale O. Nolder . . . . . 44 Vice President - Market Development
Gary Blacktopp . . . . . 49 Operating Vice President
John H. King . . . . . . 40 Operating Vice President
Mike Leannah . . . . . . 44 Operating Vice President
Gary G. Edler . . . . . . 50 Vice President-Projects and Director
Francis J. Podvin . . . . 56 Director
Donald Taylor . . . . . . 69 Director
Walter G. Winding . . . . 55 Director
Warner C. Frazier . . . . 65 Director

Joseph P. Tate is a co-founder of the Company. Mr. Tate has
more than 30 years of experience in the solid waste services industry. In
1967, Mr. Tate founded the "Valley Group" of companies that was part of
the original consolidation which created the Company in 1993 and, prior to
the Company's formation was a shareholder, officer and director of each of
these companies. Since the Company's formation, he has continued to serve
in various executive capacities with certain of the Company's
subsidiaries. From January 1993 until August 1994, Mr. Tate served as
Chief Executive Officer of the Company. Mr. Tate has been a member of the
Board of Directors since the Company's original incorporation in July 1992
and has been Chairman of the Board of the Company since January 1993.

G. William Dietrich joined the Company in February 1994 as Vice
President-Solid Waste and was promoted to President and Chief Operating
Officer in September 1994, with management responsibility for all of the
Company's operations. Mr. Dietrich was promoted to President and Chief
Executive Officer in November 1995. Prior to his employment by the
Company, Mr. Dietrich was employed for over two and one-half years by BFI,
as a divisional vice president responsible for BFI's solid waste
collection, transportation and disposal operations in Eastern and Northern
Ontario. Prior thereto, Mr. Dietrich was a district manager for Laidlaw
(a national solid waste company) for three years with principal
responsibility for Laidlaw's solid waste operations in a substantial
portion of the Northeastern United States. Mr. Dietrich has been a
director of the Company since September 1994.

George K. Farr joined the Company in February 1993 as Corporate
Controller, with financial reporting responsibility for all of Superior's
operating locations. In December 1994 he was promoted to Chief Financial
Officer of the Company, with responsibility for the oversight of all of
the Company's financial matters. Prior to joining the Company, he served
as the Market Development Controller for Sanifill, Inc. (a solid waste
service company), Houston, Texas, from February 1991 to July 1992, where
he was responsible for supervising the financial due diligence process and
subsequent integration of Sanifill's major acquisitions. Prior thereto,
he held various financial management positions, including Executive Vice
President-Finance and Administration, at BancPlus Savings Association (a
savings and loan institution), Houston, Texas, for five years.

Peter J. Ruud joined the Company in September 1993 as Vice
President-General Counsel and Corporate Secretary. In November 1995, Mr.
Ruud also assumed oversight responsibility for the Company's human
resources and health and safety functions. In July 1997, Mr. Ruud became
Vice President-Administration, with responsibility for human resources,
health and safety, administration, special projects, public relations and
governmental relations. Prior to joining the Company, Mr. Ruud was in
private practice with the law firm of Davis & Kuelthau, S.C., Milwaukee,
Wisconsin, since 1978, specializing in environmental and corporate law and
regulatory compliance. Mr. Ruud also served as a member of the firm's
managing Board of Directors. While a shareholder of Davis & Kuelthau,
S.C., Mr. Ruud was actively involved in the formation of the Company.

Scott S. Cramer joined the Company in July 1997 as Vice
President-General Counsel, with responsibility for all of the Company's
legal matters. Prior to joining the Company, Mr. Cramer served in various
legal capacities for more than 13 years with BFI. Most recently Mr.
Cramer was Senior Corporate Counsel to BFI. Mr. Cramer also was European
Regional Counsel, Vice President and Director of Legal Affairs as well as
Corporate Secretary for Browning-Ferris Industries Europe, Inc. in
Utrecht, The Netherlands from July 1989 to January 1993. Prior to joining
BFI, Mr. Cramer was counsel to Pennzoil Company (a major oil and gas
concern) which followed his tenure in private practice.

B. Todd Watermolen joined the Company as Director of
Environmental Engineering and was promoted to Chief Compliance Officer in
1994, with responsibility for environmental planning, management and
compliance. Prior to his employment by the Company, Mr. Watermolen was
employed for approximately three years as senior environmental engineer at
Creative Resource Ventures, Ltd. (a solid waste landfill development
company), Madison, Wisconsin. Prior thereto, he was employed by RMT, Inc.
(an engineering consulting firm), Madison, Wisconsin, as a design Group
Leader/Senior Project Engineer for four years.

Dale O. Nolder has more than 12 years of experience in the solid
waste services industry. Mr. Nolder was named Vice President-Market
Development for Superior in November 1996 responsible for all external
growth activities of the Company. Immediately prior to joining the
Company, Mr. Nolder headed BFI's growth program in the Greater New York
market with responsibility for all market development activity in his
region, including acquisitions, municipal marketing, infrastructure
development and marketplace planning. Prior thereto, he was the southern
regional market development manager for BFI. Mr. Nolder also served in
various financial and market development capacities with Chambers
Development Company, Inc. from May 1985 to November 1993.

Gary Blacktopp has more than 11 years of experience in the solid
waste services industry. Mr. Blacktopp joined the Company in June 1994 in
the dual role of General Manager of the Superior-Sheboygan solid waste
collection and transfer operations and Vice President-
Equipment/Maintenance. In November 1995, Mr. Blacktopp was promoted to
the position of Operating Vice President-Lake Region, with responsibility
for the Company's solid waste operations in Eastern and Southern Wisconsin
and Northern Illinois. In May 1997, Mr. Blacktopp's area of
responsibility was increased to include the Company's operations located
in the Northwest Region, including Northwest Wisconsin, Minnesota and
Iowa. The Lake Region and Northwest Region have been combined and are now
known as the Midwest Region. Prior to his employment by the Company, Mr.
Blacktopp was employed for two and one-half years by BFI as Assistant
District Manager of its Toronto, Canada District, overseeing operations,
maintenance, three transfer stations and various recycling facilities.
Prior thereto, Mr. Blacktopp was Regional Maintenance Manager for Laidlaw
Waste Systems-Canada, a division of Laidlaw, for one year, and Maintenance
Manager for Waste Management, Inc. in Toronto, Canada for seven years.

John H. King has more than 13 years of experience in the solid
waste services industry. In June 1994, Mr. King joined the Company as
Vice President-Operations and was promoted to the position of Operating
Vice President-Special Services in September 1994, with responsibility for
managing the Company's other integrated waste services group. In April
1997, Mr. King's area of responsibility was expanded to include solid
waste operations in the Company's central region. Prior to his employment
by the Company, Mr. King was employed for five years by Laidlaw as
Director of Operations for its Ohio and Michigan regions, with
responsibility for the management of Laidlaw's collection operations
throughout that territory. For six years prior thereto, Mr. King served
in various capacities with BFI.

Mike Leannah has more than 11 years of experience in the solid
waste services industry and 12 years in the transportation industry. Mr.
Leannah joined the Company in June 1997 in the role of Operating Vice
President, with responsibility for managing the Company's operations in
its Southeast Region. Prior to his employment by the Company, Mr. Leannah
was employed for 11 years by Waste Management, Inc. (a solid waste
services company). During his 11 years with Waste Management, Inc., he
served in various capacities, including State President, Georgia; Vice
President Operations, Pennsylvania; Director of Solid Waste Operations,
Italy; Director of Operations Training, Waste Management International,
London, England; International Special Projects Manager, Stockholm,
Sweden; Division President, Oklahoma and Division President, Washington.
Prior to that, Mr. Leannah worked at numerous executive positions with
McLean Trucking Company, a long haul motor carrier.

Gary G. Edler is a co-founder of the Company and has more than
28 years of experience in the solid waste services industry. Mr. Edler
joined the Company at the time of its formation as Vice President in
charge of the Company's wastewater biosolids and nonhazardous liquid waste
management operations. For 25 years prior to joining the Company, he
served as President of the "E&K Group" of companies that was a part of the
Company's formation. Mr. Edler has been a director of the Company since
the Company's original incorporation in July 1992.

Francis J. Podvin has been a principal in the law firm of Nash,
Podvin, Tuchscherer, Huttenberg, Weymouth & Kryshak, S.C., Wisconsin
Rapids, Wisconsin, since 1965, currently serving as its President, and
specializes in business combinations, banking and corporate finance. Mr.
Podvin has been a director of the Company since the Company's original
incorporation in July 1992. Nash, Podvin, Tuchscherer, Huttenberg,
Weymouth & Kryshak, S.C. has from time to time performed, and is expected
to continue to perform, legal services for the Company.

Donald Taylor has been a principal in Sullivan Associates
(specialists in board of directors searches), Milwaukee, Wisconsin, since
1992. Mr. Taylor served as Managing Director of U.S.A. Anatar
Investments, Ltd. (a venture capital firm) from 1989 to 1992, and prior
thereto as Chairman and Chief Executive Officer of Rexnord, Inc. (a
manufacturer of power transmission equipment), Milwaukee, Wisconsin. Mr.
Taylor is a director of Johnson Controls, Inc., Banta Corporation and
Harnischfeger Industries, Inc. Mr. Taylor has served as a member of the
Board of Directors since the Company's March 1996 initial public offering.

Walter G. Winding has been the owner and Chief Executive Officer
of Winding and Company (business consultants for closely-held companies),
Hartland, Wisconsin, since 1995. From January 1994 to January 1996 Mr.
Winding was Senior Vice President of HM Graphics Inc. (commercial printing
company), West Allis, Wisconsin. For six years prior thereto, Mr. Winding
served as President and Chief Executive Officer of Schweiger Industries,
Inc. (furniture manufacturer), Jefferson, Wisconsin, and prior thereto was
Schweiger's Vice President-Administration for four years. Prior thereto,
Mr. Winding served in various management positions with Jos. Schlitz
Brewing Company, Milwaukee, Wisconsin. Mr. Winding currently serves on
numerous boards of directors of privately-held companies. Mr. Winding has
served as a member of the Board of Directors since the Company's March
1996 initial public offering.

Warner C. Frazier has been the Chairman and Chief Executive
Officer of Simplicity Manufacturing, Inc. (a manufacturer of lawn and
garden power equipment), Port Washington, Wisconsin, since 1983, and also
served as President of that firm from 1980 to 1996 and as Vice President
of Marketing from 1976 to 1980. Prior thereto, Mr. Frazier served in
various management positions with Allis-Chalmers, in Milwaukee, Wisconsin,
Los Angeles, California, and Seattle, Washington. Mr. Frazier currently
serves on the board of directors of Rexworks, Inc. and Northwestern Steel
& Wire Co. and several privately-held companies. Mr. Frazier was elected
to the Board of Directors at the Company's 1997 annual shareholders
meeting.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information as of September
11, 1997 with respect to the beneficial ownership of Common Stock by (a)
all persons or entities known to the Company to be the beneficial owner of
more than five percent or more of the Common Stock; (b) each executive
officer set forth above; (c) each director; and (d) all executive officers
and directors as a group. Unless otherwise noted, each person has sole
investment and voting power with respect to the shares indicated (subject
to applicable marital property laws).

Number of Percentage of
shares shares Percentage of
beneficially prior to shares
Name of beneficial owner owned offering after offering

Joseph P. Tate(1)(2)(4) . 2,755,543 14.3% 11.8%
G. William Dietrich(3)(4) 230,113 1.2% *
George K. Farr(4) . . . . 85,923 * *
Peter J. Ruud(4) . . . . 23,195 * *
Gary G. Edler(1)(4) . . . 649,038 3.4% 2.8%
Francis J. Podvin(4)(5) . 37,264 * *
Donald Taylor(4) . . . . 3,833 * *
Walter G. Winding(4) . . 3,833 * *
Warner C. Frazier . . . . 600 * *
Scott S. Cramer . . . . . 200 * *
Raymond M. Cash(6). . . . 1,510,300 7.8% 6.5%
All executive officers
and directors as a group
(10 persons)(4) . . . . . 3,789,542 19.3% 16.0%
__________________
* Indicates less than 1%.
(1) Address is c/o 10150 West National Avenue, Suite 350, West Allis,
Wisconsin 53227. The listed number of shares for Mr. Edler includes
1,300 shares owned by Mr. Edler's spouse.
(2) The listed shares include 268,700 shares owned by a trust established
by Mr. Tate, in which Mr. Tate acts as trustee.
(3) The listed shares include 1,000 shares owned by Mr. Dietrich's
spouse.
(4) The shares listed for Messrs. Tate, Dietrich, Farr and Ruud include
3,112, 228,913, 85,823, and 23,195 shares, respectively, subject to
acquisition upon the exercise of stock options currently exercisable
or exercisable prior to November 10, 1997. The shares listed for
Messrs. Edler, Podvin, Taylor and Winding include 1,049, 3,333,
3,333, and 3,333 shares, respectively, subject to acquisition upon
the exercise of stock options currently exercisable prior to November
10, 1997. The shares listed for all executive officers and
continuing directors as a group include 352,091 shares subject to
acquisition upon exercise of stock options currently exercisable
prior to November 10, 1997.
(5) The listed shares include 13,000 shares owned by Mr. Podvin's spouse.
(6) Except to the extent information is believed to be otherwise known
by the Company, the information with respect to Mr. Cash is as of
July 7, 1997, as reported by Mr. Cash in his Schedule 13D
dated July 7, 1997. Pursuant to such Schedule 13D, the listed
shares include 960,974 shares owned by The Cash Family Limited
Partnership. Mr. Cash is the sole shareholder and director of Cash
Resources, Inc., the sole general partner of The Cash Family Limited
Partnership.

UNDERWRITING

Subject to the terms and conditions of the Underwriting
Agreement, the Underwriters named below (the "Underwriters"), have
severally agreed to purchase from the Company the following respective
number of shares of Common Stock at the public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus Supplement:

Underwriter Number of shares

BT Alex. Brown Incorporated . . . . . . . . . . 1,000,000
Goldman, Sachs & Co. . . . . . . . . . . . . . 1,000,000
Robert W. Baird & Co. Incorporated . . . . . . 1,000,000
Raymond James & Associates, Inc. . . . . . . . 1,000,000

Total . . . . . . . . . . . . . . . . . . . . . 4,000,000
=========

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all of the shares of the Common Stock offered
hereby, if any of such shares are purchased.

The Company has been advised by the Underwriters that the
Underwriters propose to offer the shares of Common Stock to the public at
the public offering price set forth on the cover of this Prospectus
Supplement, and to certain dealers at such price less a concession not in
excess of $.80 per share. The Underwriters may allow, and such dealers
may reallow, a concession not in excess of $.10 per share to certain other
dealers. After this offering, the offering price and other selling terms
may be changed by the Underwriters.

The Company has granted the Underwriters an option, exercisable
not later than 30 days after the date of this Prospectus Supplement, to
purchase up to 600,000 additional shares of Common Stock at the public
offering price less the underwriting discounts and commissions set forth
on the cover page of this Prospectus Supplement. To the extent that the
Underwriters exercise such option, each of the Underwriters will have a
firm commitment to purchase approximately the same percentage thereof that
the number of shares of Common Stock to be purchased by it shown in the
above table bears to the total number of shares offered by the Company
hereunder, and the Company will be obligated, pursuant to the option, to
sell such shares to the Underwriters. The Underwriters may exercise such
option only to cover over-allotments made in connection with the sale of
the Common Stock offered hereby. If purchased, the Underwriters will
offer such additional shares on the same terms as those on which the
4,000,000 shares are being offered.

The Underwriting Agreement contains covenants of indemnity and
contribution among the Company and the Underwriters with respect to
certain liabilities, including liabilities under the Securities Act of
1933, as amended.

To facilitate the offering of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect
the market price of the Common Stock. Specifically, the Underwriters may
over-allot shares of the Common Stock in connection with the offering,
thereby creating a short position in the Underwriters' account.
Additionally, to cover such over-allotments or to stabilize the market
price of the Common Stock, the Underwriters may bid for, and purchase,
shares of the Common Stock at a level above that which might otherwise
prevail in the open market. The Underwriters are not required to engage
in these activities, and, if commenced, any such activities may be
discontinued at any time. The Underwriters also may reclaim selling
concessions allowed to an Underwriter or dealer, if the Underwriters
repurchase shares distributed by that Underwriter or dealer.

Subject to applicable limitations, the Underwriters, in
connection with this offering, may place bids for or make purchases of the
Common Stock in the open market or otherwise, for long or short account,
or cover short positions incurred, to stabilize, maintain or otherwise
affect the price of the Common Stock, which may be higher than the price
that might otherwise prevail in the open market. There can be no
assurance that the price of the Common Stock will be stabilized, or that
stabilizing, if commenced, will not be discontinued at any time. The
Underwriters are not required to engage in these activities and may end
these activities at any time.

The Company and its executive officers and directors have agreed
that they will not, directly or indirectly, offer, sell or otherwise
dispose of any Common Stock of the Company or any securities convertible
into, or exchangeable for, or any rights to purchase or acquire, Common
Stock of the Company (other than employee stock options granted by the
Company in the ordinary course of business) for a period of 90 days after
the date of this Prospectus Supplement, without the prior written consent
of BT Alex. Brown Incorporated, except for shares of Common Stock
issued by the Company to effect business acquisitions.

BT Alex. Brown Incorporated has in the past provided, and it
and/or other Underwriters may in the future provide, certain investment
banking services to the Company.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock
offered hereby will be passed upon for the Company by Foley & Lardner,
Milwaukee, Wisconsin. Certain legal matters related to this offering will
be passed upon for the Underwriters by Piper & Marbury L.L.P., Baltimore,
Maryland.

PROSPECTUS

5,000,000 Shares

SUPERIOR SERVICES, INC.

Common Stock
____________________

Superior Services, Inc. (the "Company") may offer and sell from time to
time up to 5,000,000 shares of its Common Stock, par value $.01 per share
("Common Stock"), in one or more issuances at prices and on terms to be
determined at the time of sale. The number of shares being sold, the
public offering price, the proceeds to the Company, the intended use of
such proceeds and the other terms of the offering of such shares of Common
Stock will be set forth in an accompanying supplement to this Prospectus
(each, a "Prospectus Supplement") to be delivered at the time of any such
offering.

The Common Stock of the Company is traded on the Nasdaq National Market
under the symbol "SUPR." Any Common Stock sold pursuant to a Prospectus
Supplement will be listed on the Nasdaq National Market, subject to
official notice of issuance.

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 shares of Common Stock offered hereby may be offered and sold directly
by the Company or through agents, underwriters or dealers designated from
time to time. If any agent of the Company or any underwriters are
involved in the sale of shares of Common Stock in respect of which this
Prospectus is being delivered, the names of such agents or underwriters
and any applicable discounts or commissions with respect to such shares of
Common Stock will also be set forth in a Prospectus Supplement. See "Plan
of Distribution."

This Prospectus may not be used to consummate sales of the Common Stock
offered hereby unless accompanied by a Prospectus Supplement.

The date of this Prospectus is August 7, 1997

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, ("Exchange Act"), and in
accordance therewith files reports, proxy and other information
statements, and other information with the Securities and Exchange
Commission ("Commission"). Such reports, proxy and other information
statements, and other information filed by the Company may be inspected
and copied at the public reference facilities maintained by the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549-1004 and at its Regional
Offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and Seven World Trade Center, Suite 1300,
New York, New York 10048. Copies of such materials can be obtained at
prescribed rates from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549-1004. In addition, such
reports, proxy statements and other information can be inspected at the
offices of The Nasdaq Stock Association of Securities Dealers, Inc.,
1735 K Street, N.W., Washington, D.C. 20006-1500.

In addition, the Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of
such Web site is http://www.sec.gov.

This Prospectus constitutes a part of a Registration Statement
on Form S-3 ("Registration Statement") filed by the Company with the
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus omits certain of the information contained in the
Registration Statement in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and
exhibits thereto for further information with respect to the Company and
the securities offered hereby. Any statements contained herein concerning
the provisions of any document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission are not necessarily
complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by
such reference.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:

1. Form 8-K/A (Amendment No. 2), dated June 30, 1997.
2. Form 8-K/A (Amendment No. 1), dated June 27, 1997.
3. Quarterly Report on Form 10-Q, dated May 14, 1997.
4. Current Report on Form 8-K, dated May 2, 1997.
5. Current Report on Form 8-K, dated February 28, 1997.
6. Registration Statement on Form 8-A, dated February 28,
1997.
7. Annual Report on Form 10-K for the year ended December 31,
1996.

All other reports filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of
the offering of the Common Stock offered hereby shall be deemed to be
incorporated herein by reference and to be part hereof from the date of
filing of such documents.

Any statement contained herein or in a document all or a portion
of which is incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein or in any Prospectus Supplement relating to the shares
of Common Stock offered hereby modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

The Company will furnish without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
the request of such person, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Superior Services, Inc., 10150 West
National Avenue, Suite 350, West Allis, Wisconsin 53227, Attention:
Investor and Public Relations Manager, telephone number (414) 328-2800.

THE COMPANY

Superior Services, Inc. (the "Company") is an acquisition-
oriented, integrated solid waste company providing solid waste collection,
transfer, recycling and disposal services to residential, commercial and
industrial customers. The Company's Common Stock is listed on the Nasdaq
National Market and trades under the symbol "SUPR." The Company is a
Wisconsin corporation with its principal executive offices located at
10150 West National Avenue, Suite 350, West Allis, Wisconsin 53227, and
its telephone number is (414) 328-2800.

RISK FACTORS

Any Prospectus Supplement with respect to shares of the Common
Stock offered hereby will set forth certain risk factors, in addition to
other information contained in the Prospectus Supplement, that prospective
investors should carefully consider in evaluating the Company and its
business before purchasing shares of the Common Stock offered pursuant to
such Prospectus Supplement and this Prospectus.

USE OF PROCEEDS

The net proceeds to the Company from the sale of Common Stock
being offered hereby will be used to support directly or indirectly the
Company's strategy to grow through the acquisition of other solid waste
operations. Specific information concerning the use of proceeds from any
sale of Common Stock offered hereby will be set forth in any Prospectus
Supplement relating to such shares.

DESCRIPTION OF CAPITAL STOCK

General

The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, par value $0.01 per share, and 500,000
shares of undesignated preferred stock, par value $.01 per share. All
currently outstanding and newly issued shares of Common Stock include an
attached Common Stock Purchase Right which trades with each such share of
Common Stock. As of June 30, 1997, the Company believes there were
approximately 238 holders of record of the Company's Common Stock and
there were in excess of 2,800 beneficial owners.

Common Stock

As of June 30, 1997, there were 19,256,095 shares of Common
Stock outstanding. Holders of Common Stock are entitled to one vote for
each share of Common Stock held by them on all matters properly submitted
to a vote of shareholders, subject to Section 180.1150 of the Wisconsin
Business Corporation Law ("WBCL") described below. Shareholders have no
cumulative voting rights, which means that the holders of shares entitled
to exercise more than 50% of the voting power are able to elect all of the
directors to be elected. The Company's Restated Articles of Incorporation
("Restated Articles") and Restated By-Laws provide that the Board of
Directors are divided into three substantially equal classes, with
staggered three-year terms. Subject to the prior rights of the holders of
any class or series of preferred stock then outstanding, and any
contractual restrictions on the payment of dividends, the Board of
Directors may in its discretion declare and pay dividends on the Common
Stock out of legally available earnings or assets of the Company. Subject
to the prior rights of the holders of any class or series of preferred
stock then outstanding, in the event the Company is liquidated, any
amounts remaining after the discharge of all outstanding debt will be paid
pro rata to the holders of Common Stock. The outstanding shares of Common
Stock are, and the Common Stock to be issued pursuant to this Prospectus
and any Prospectus Supplement will be, legally issued, fully paid and
nonassessable, except for certain statutory liabilities which may be
imposed by Section 180.0622(2)(b) of the WBCL for unpaid employee wages.
Holders of Common Stock have no preemptive rights to acquire unissued
shares of capital stock of the Company.

Preferred Stock

The Board of Directors is authorized to issue from time to time,
without shareholder authorization, up to 500,000 shares of preferred stock
in one or more designated series, with such voting, dividend, redemption,
conversion and exchange provisions as are provided in the particular
series. No dividends or other distributions are to be payable on the
Common Stock unless dividends are paid in full on any then outstanding
preferred stock and all sinking fund obligations for any then outstanding
preferred stock, if any, are fully funded. In the event of a liquidation
or dissolution of the Company, the outstanding shares of any then
outstanding preferred stock would have priority over the Common Stock to
receive the amount specified in each particular series out of the
remaining assets of the Company. Any future issuance of preferred stock
may have the effect of deferring, delaying or preventing a change in
control of the Company, or decreasing the market price of the Common
Stock, and may adversely affect the voting and other rights of the holders
of Common Stock. As of June 30, 1997, no shares of preferred stock were
outstanding.

Common Stock Purchase Rights

On February 21, 1997, the Board of Directors of the Company
declared a dividend of one common share purchase right (a "Right") for
each outstanding share of Common Stock. The dividend was paid on
March 24, 1997 to the shareholders of record on March 10, 1997. The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and LaSalle National Bank, as
rights agent. The description of the Rights contained herein is qualified
in its entirety by reference to the Rights Agreement set forth in the
Form 8-A Registration Statement dated February 28, 1997.

The Rights Agreement provides that, until the Distribution Date
(defined as the earlier to occur of (i) the public announcement that a
person or group of affiliated or associated persons (other than the
Company, a subsidiary of the Company, an employee benefit plan of the
company or a subsidiary, or certain existing shareholders) (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Shares Acquisition Date") or (ii)
10 business days following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group (other
than the Company, a subsidiary of the Company, an employee benefit plan of
the Company or a subsidiary, or certain existing shareholders) of 15% or
more of such outstanding shares), the Rights will be transferred with and
only with the shares. The Rights are not exercisable until the
Distribution Date. Upon a Distribution Date, each Right entitles the
registered holder to purchase from the Company one share at a price of
$90.00 per share, subject to adjustment (the "Purchase Price").

In the event that any person becomes an Acquiring Person (a
"Flip-In Event"), each holder of a Right will thereafter generally have
the right to receive upon exercise that number of shares of Common Stock
having a market value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of a Flip-
In Event all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, or subsequently becomes beneficially owned by
an Acquiring Person, related persons and transferees will be null and
void.

In the event that, at any time following the Shares Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction or (ii) 50% or more of its consolidated assets or
earnings power are sold (the events described in clauses (i) and (ii) are
herein referred to as "Flip-Over Events"), proper provision will be made
so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price, that number
of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the then current
Purchase Price.

At any time after a person becomes an Acquiring Person and prior
to the acquisition by any Acquiring Person of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by any Acquiring Person
which have become void), in whole or in part, at an exchange ratio of one
share, per Right (subject to adjustment).

At any time prior to a person becoming an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not
in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the Rights, the right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.

Other than provisions relating to principal economic terms of
the Rights, the terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower the threshold for exercisability of the
Rights from 15% to not less than 10%, with appropriate exceptions for any
person then beneficially owning a percentage of the number of shares of
Common Stock then outstanding equal to or in excess of the new threshold,
except that from and after the Distribution Date no such amendment may
adversely affect the interests of the holders of the Rights. The Board of
Directors of the Company may also amend the Rights Agreement to exclude
certain potential acquirors proposing to acquire the Company in a
transaction that the Board of Directors deems to be in the best interests
of the Company, its shareholders and other constituencies of the Company.

Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.

Certain Statutory and Other Provisions

Statutory Provisions

Section 180.1150 of the WBCL provides that the voting power of
shares of public Wisconsin corporations, such as the Company, held by any
person or persons acting as a group in excess of 20% of the voting power
in the election of directors is limited to 10% of the full voting power of
those shares. This statutory voting restriction does not apply to shares
acquired directly from the Company or shares for which full voting power
has been restored pursuant to a vote of shareholders.

Sections 180.1140 to 180.1144 of the WBCL (the "Wisconsin
Business Combination Statute") regulate a broad range of "business
combinations" between a Wisconsin corporation and an "interested
stockholder." The Wisconsin Business Combination Statute defines a
"business combination" to include a merger or share exchange, sale, lease,
exchange, mortgage, pledge, transfer or other disposition of assets equal
to at least 5% of the market value of the stock or assets of a corporation
or 10% of its earning power, issuance of stock or rights to purchase stock
with a market value equal to at least 5% of the outstanding stock,
adoption of a plan of liquidation, and certain other transactions
involving an "interested stockholder." An "interested stockholder" is
defined as a person who beneficially owns, directly or indirectly, 10% of
the voting power of the outstanding voting stock of a corporation or who
is an affiliate or associate of the corporation and beneficially owned 10%
of the voting power of the then outstanding voting stock within the last
three years. The Wisconsin Business Combination Statute prohibits a
corporation from engaging in a business combination (other than a business
combination of a type specifically excluded from the coverage of the
statute) with an interested stockholder for a period of three years
following the date such person becomes an interested stockholder, unless
the board of directors approved the business combination or the
acquisition of the stock that resulted in a person becoming an interested
stockholder before such acquisition. Business combinations after the
three-year period following the stock acquisition date are permitted only
if (i) the board of directors approved the acquisition of the stock prior
to the acquisition date; (ii) the business combination is approved by a
majority of the outstanding voting stock not beneficially owned by the
interested stockholder; or (iii) the consideration to be received by
shareholders meets certain requirements of the Wisconsin Business
Combination Statute with respect to form and amount. The Restated
Articles include a provision substantially identical to the Wisconsin
Business Combination Statute.

Sections 180.1130 to 180.1133 of the WBCL provide that certain
"business combinations" not meeting specified adequacy-of-price standards
must be approved by a vote of at least 80% of the votes entitled to be
cast by all shareholders and by two-thirds of the votes entitled to be
cast by shareholders other than a "significant shareholder" who is a party
to the transaction. The term "business combination" is defined to
include, subject to certain exceptions, a merger or consolidation of the
corporation (or any subsidiary thereof) with, or the sale or other
disposition of substantially all of the assets of the corporation to, any
significant shareholder or affiliate thereof. "Significant shareholder"
is defined generally to include a person that is the beneficial owner of
10% or more of the voting power of the corporation.

Section 180.1134 of the WBCL (the "Wisconsin Defensive Action
Restrictions") provides that, in addition to the vote otherwise required
by law or the articles of incorporation of an issuing public corporation,
the approval of the holders of a majority of the shares entitled to vote
is required before such corporation can take certain action while a
takeover offer is being made or after a takeover offer has been publicly
announced and before it is concluded. Under the Wisconsin Defensive
Action Restrictions, shareholder approval is required for the corporation
to (i) acquire more than 5% of its outstanding voting shares at a price
above the market price from any individual or organization that owns more
than 3% of the outstanding voting shares and has held such shares for less
than two years, unless a similar offer is made to acquire all voting
shares or (ii) sell or option assets of the corporation which amount to at
least 10% of the market value of the corporation, unless the corporation
has at least three independent directors or a majority of the independent
directors vote not to have this provision apply to the corporation. The
restrictions described in clause (i) above may have the effect of
deterring a shareholder from acquiring shares of the Company with the goal
of seeking to have the Company repurchase such shares at a premium over
the market price.

Restated Articles of Incorporation and Restated By-Laws of the
Company

The Restated Articles and Restated By-Laws of the Company divide
the Board of Directors of the Company into three substantially equal
classes with staggered terms. The Restated Articles provide that any
vacancies on the Board of Directors may be filled only by the affirmative
vote of the "requisite number" of directors then in office, even if less
than a quorum exists. Any director so elected will serve until the next
election of the class for which such director is chosen and until his or
her successor is duly elected. The "requisite number" of directors is
defined in the Restated Articles to constitute two-thirds of the then
serving directors.

The Restated Articles incorporate the provisions of the
Wisconsin Business Combination Statute and require that, for the Wisconsin
Business Combination Statute provisions not to apply, the Board of
Directors must approve a business combination with an "interested
stockholder" before the stock acquisition date. The affirmative vote of
at least 66-2/3% of the voting power of shares entitled to vote is required
to amend, repeal or adopt any provision inconsistent with the Wisconsin
Business Combination Statute provisions contained in the Restated
Articles.

In addition, the Restated By-Laws of the Company establish a
procedure which must be satisfied by shareholders seeking to call a
special meeting of shareholders. This procedure involves notice to the
Company, the receipt by the Company of a written demand for a special
meeting from holders of 10% or more of the issued and outstanding shares
of Common Stock, a review of the validity of any such demand by an
independent inspector appointed by the Company and the fixing of the
record and meeting dates by the Board of Directors. In addition,
shareholders demanding such a special meeting must deliver to the Company
a written agreement to pay the costs incurred by the Company in holding a
special meeting, including the costs of preparing and mailing the notice
of meeting and the proxy materials for the solicitation by the Company of
proxies for use at such meeting, in the event such shareholder are
unsuccessful in their proxy solicitation. The Restated By-Laws also
contain strict time deadlines and procedures applicable to shareholders
seeking to nominate a person for election as a director or to otherwise
bring business before a meeting. A shareholder may nominate a person for
election to the Board of Directors of the Company at an annual meeting or
bring other business before an annual meeting only by giving notice to the
Secretary of the Company not less than 60 days nor more than 90 days prior
to the second Tuesday in the month of May and such notice must also be
received not earlier than the 90th day prior to the date of such annual
meeting and not later than the close of business or the later of (i) the
60th day prior to such annual meeting and (ii) the 10th day following the
day on which public announcement of the date of such meeting is first
made. In order to nominate a person for election to the Board of
Directors at a special meeting of shareholders, a shareholder must deliver
written notice to the Secretary of the Company not more than 90 days prior
to the special meeting and not later than the close of business on the
later of (i) the 60th day prior to such special meeting or (ii) the
tenth day following the date on which a public announcement is first made
of such special meeting and of the nominees proposed by the Board of
Directors to be elected at the meeting.

Transfer Agent

The transfer agent for the Common Stock is LaSalle National
Bank, Chicago, Illinois.

PLAN OF DISTRIBUTION

The Company may offer and sell the Common Stock offered hereby
in any of three ways: (i) through underwriters or dealers; (ii) directly
to a limited number of purchasers or to a single purchaser; or (iii)
through agents. Any Prospectus Supplement with respect to shares of the
Common Stock offered hereby will set forth the terms of the offering and
amount of the proceeds to the Company from the sale thereof, any
underwriting discounts and other items constituting underwriters'
compensation, any public offering price, and any discounts or concessions
allowed or reallowed or paid to dealers. Any public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may
be changed from time to time.

If underwriters are utilized, the Common Stock being sold to
them will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The underwriter or underwriters with
respect to the Common Stock being offered will be named in the Prospectus
Supplement relating to such offering and, if any underwriting syndicate is
used, the managing underwriter or underwriters will be set forth on the
cover page of such Prospectus Supplement. Any underwriting agreement will
provide that the obligations of the underwriters are subject to certain
conditions precedent, and that, in general, the underwriters will be
obligated to purchase all of the shares of Common Stock to which such
underwriting agreement relates if any is purchased. The Company will
agree to indemnify any underwriters against certain civil liabilities,
including liabilities under the Securities Act.

If a dealer is used in the sale of the Common Stock, the Company
would sell such Common Stock to the dealer, as principal. The dealer
could then resell such Common Stock to the public at varying prices to be
determined by such dealer at the time of resale. The name of any dealer
involved in a particular offering of Common Stock and any discounts or
concessions allowed or reallowed or paid to the dealer will be set forth
in the Prospectus Supplement relating to such offering.

The Common Stock offered hereby may be sold directly by the
Company or through agents designated by the Company from time to time.
Any agent involved in the offer or sale of the Common Stock in respect of
which this Prospectus is delivered will be named, any commissions payable
by the Company to such agent will be set forth, in the Prospectus
Supplement.

LEGAL MATTERS

The validity of the issuances of the shares of Common Stock
offered hereby will be passed upon for the Company by Foley & Lardner,
Milwaukee, Wisconsin and if shares are to be offered for and sold through
underwriters, will be passed upon by counsel of any underwriters named in
any Prospectus Supplement.

EXPERTS

The consolidated financial statements of the Company as of
December 31, 1996 and 1995 and for each of the three years in the period
ended December 31, 1996 which are included in the Company's Annual Report
on Form 10-K for its year ended December 31, 1996 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated by reference in
reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.

The statement of net assets acquired by the Company from BFI as
of September 30, 1996 and the related statements of revenues and direct
operating expenses of the operations acquired by the Company for the year
then ended appearing in the Company's Form 8-K/A dated June 27, 1997
(Amendment No. 1) amending the Company's Current Report on Form 8-K dated
May 2, 1997, and as amended by its Form 8-K/A filed June 30, 1997
(Amendment No. 2), incorporated by reference in this Prospectus have been
audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated
herein by reference in reliance upon the authority of such firm as experts
in accounting and auditing in giving said report.

<PAGE>

No person has been authorized to give information or make any
representation not contained or incorporated by reference in this
Prospectus Supplement in connection with the offer made hereby. If given
or made, such information or representation must not be relied upon as
having been authorized by the Company, any Selling Shareholders, or any
underwriter, agent or dealer. This Prospectus Supplement does not
constitute an offer to sell or a solicitation of an offer to buy any of
the securities offered hereby in any jurisdiction to any person to whom
it is unlawful to make such offer in such jurisdiction. Neither the
delivery of this Prospectus Supplement nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.

TABLE OF CONTENTS

Prospectus Supplement
Page

Map of Locations . . . . . . . . . . . . . . . . . . . . . . . . . S-2

Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . S-3

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . S-15

Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . S-15

Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . S-16

Price Range of Common Stock . . . . . . . . . . . . . . . . . . . . S-17

Selected Consolidated Financial
and Operating Data . . . . . . . . . . . . . . . . . . . . . . . S-18

Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . S-20

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-30

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-49

Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . S-52

Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . S-53

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . S-54

Prospectus

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Information by Reference . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

4,000,000 Shares

[LOGO]

COMMON STOCK

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PROSPECTUS SUPPLEMENT
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BT Alex. Brown

Goldman, Sachs & Co.

Robert W. Baird & Co.
Incorporated

Raymond James &
Associates, Inc.

September 12, 1997