PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 19, 1997)
150,000 Shares
SUPERIOR
Common Stock
This Prospectus Supplement pertains to the offer and sale of up
to 150,000 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), of Superior Services, Inc. (the "Company") by or for the account
of Charlie O. Sealy Irrevocable Trust Number 1, O. M. Cummings, III and
Rumsey-Welborn, L.L.C. ("Selling Shareholders").
This Prospectus Supplement does not contain complete information
regarding the offering of Common Stock by the Selling Shareholders and
should be read only in conjunction with the Prospectus annexed hereto.
The Company will not receive any proceeds from the sale of
shares of Common Stock by the Selling Shareholders.
See "Risk Factors" commencing on page 3 of the Prospectus for a
discussion of certain factors that should be considered by investors in
evaluating an investment in the Common Stock offered hereby.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________
The Common Stock may be offered from time to time in negotiated
transactions or otherwise at market prices prevailing at the time of each
sale, subject to the right to reject any order in whole or in part.
Information with Respect to
Selling Shareholders
Number of
Number of Shares
Shares of Common
of Common Stock Stock to
Owned Number of be Owned
Prior to Shares After
Name1 Offering1 Offered Offering
Charlie O. Sealy Irrevocable
Trust Number 1 75,000 75,000 0
O. M. Cummings, III 37,500 37,500 0
Rumsey-Welborn, L.L.C. 37,500 37,500 0
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1 Each of the Selling Shareholders acquired his or its shares
of Common Stock from the Company in consideration for the Selling
Shareholder's ownership interest in TWR, Inc. The acquisition was
completed on March 1, 1998.
The date of this Prospectus Supplement is April 7, 1998.
