==============================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the twelve weeks ended March 22, 1997.

___ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to ________.

Commission File #1-8513

SAFETY-KLEEN CORP.
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Wisconsin 39-6090019
------------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

One Brinckman Way, Elgin, Illinois 60123-7857
------------------------------------------------------------------------------
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code 847/697-8460

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __

Shares of common stock outstanding at March 22, 1997 were 58,269,924.

SAFETY-KLEEN CORP. AND SUBSIDIARIES

PART I. FINANCIAL STATEMENTS

The condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year ended December 28,
1996. In the opinion of management, these statements contain all adjustments,
consisting of only normal recurring adjustments, necessary to present fairly the
financial position as of March 22, 1997 and December 28, 1996, results of
operations for the twelve week periods ended March 22, 1997 and March 23, 1996
and cash flows for the twelve week periods ended March 22, 1997 and March 23,
1996. The 1997 interim results reported herein may not necessarily be indicative
of the results of operations for the full year 1997.

SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollar amounts are in thousands except per share data)

ASSETS

MARCH 22, 1997 DECEMBER 28, 1996
Current assets:

Cash and cash equivalents ............................. $ 18,625 $ 10,648
Trade accounts receivable, less
allowances of $8,136 and $8,416,
respectively ........................................ 132,483 132,436
Inventories ........................................... 51,365 49,971
Deferred tax assets ................................... 13,943 11,973
Prepaid expenses and other ............................ 30,257 25,105
----------- -----------
Total current assets ............................... 246,673 230,133
----------- -----------
Equipment at customers and
components, at cost, less
accumulated depreciation of
$44,957 and $45,811, respectively ..................... 123,769 124,491
Property, plant and equipment, at
cost, less accumulated
depreciation of $356,198 and
$349,921, respectively ................................ 514,634 522,336
Intangible assets, at cost, less
accumulated amortization of
$80,200 and $77,106, respectively ..................... 137,238 137,209
Other assets ............................................. 26,619 30,654
----------- -----------
$ 1,048,933 $ 1,044,823
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Short term debt ....................................... $ 18,000 $ --
Dividends payable ..................................... 5,247 --
Trade accounts payable ................................ 68,073 69,684
Accrued salaries, wages and
employee benefits ..................................... 22,728 25,510
Other accrued expenses ................................ 21,734 29,237
Insurance reserves .................................... 13,261 13,621
Accrued environmental liabilities ..................... 8,904 8,941
Income taxes payable .................................. 13,365 10,800
----------- -----------
Total current liabilities .......................... 171,312 157,793
----------- -----------
Long-term debt ........................................... 268,341 276,954
----------- -----------
Deferred tax liabilities ................................. 51,062 49,849
----------- -----------
Accrued environmental liabilities ........................ 38,541 40,260
----------- -----------
Other liabilities ........................................ 39,630 39,677
----------- -----------

Shareholders' equity:
Preferred stock ($.10 par value; ...................... -- --
authorized 1,000,000 shares,
none issued)
Common stock ($.10 par value;
authorized 300,000,000 shares;
issued and outstanding 58,269,924
and 58,246,939 shares, respectively) ................ 5,827 5,825
Additional paid-in capital ............................ 193,115 192,755
Retained earnings ..................................... 302,817 296,225
Cumulative translation adjustments .................... (21,712) (14,515)
----------- -----------
480,047 480,290
----------- -----------
$ 1,048,933 $ 1,044,823
=========== ===========

The accompanying notes are an integral part of these financial statements.

SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(dollar amounts are in thousands except per share data)

Twelve Weeks Ended
------------------
Mar. 22, 1997 Mar. 23, 1996
------------- -------------

Revenue ............................................................. $ 220,230 $ 201,723
--------- ---------

Costs and expenses:
Operating costs and expenses ..................................... 164,084 145,823
Selling and administrative expenses .............................. 32,575 29,728
Interest income .................................................. (227) (180)
Interest expense ................................................. 4,361 4,264
--------- ---------
200,793 179,635
--------- ---------

Earnings before income taxes ........................................ 19,437 22,088

Income taxes ........................................................ 7,599 9,011
--------- ---------

Net earnings ........................................................ $ 11,838 $ 13,077
========= =========

Earnings per common and common equivalent
share: ............................................................ $ 0.20 $ 0.23
========= =========

Average number of common and common
equivalent shares outstanding ..................................... 58,420 57,903
========= =========

Cash dividends per common share ..................................... $ 0.09 $ 0.09
========= =========

The accompanying notes are an integral part of these financial statements.

SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts are in thousands)

Twelve Weeks Ended
Mar. 22, Mar. 23,
1997 1996
------------ ---------

Net cash provided by operating activities ........................ $ 18,640 $ 23,548
-------- --------

Cash flows used in investing activities:
Equipment at customers and component additions................. (4,857) (4,287)
Property, plant and equipment additions ....................... (6,992) (7,049)
Business acquisitions and other ............................... (8,399) (4,841)
-------- --------
Net cash used in investing activities ........................ (20,248) (16,177)
-------- --------

Cash flows from (used in) financing activities:
Net borrowings (payments) ..................................... 9,387 (13)
Other ......................................................... 362 --
-------- --------
Net cash from (used in) financing activities.............. 9,749 (13)
-------- --------

Effect of exchange rate changes on cash .......................... (164) (44)
-------- --------

Net increase in cash and cash equivalents ........................ 7,977 7,314
Cash and cash equivalents at beginning of year ................... 10,648 22,238
-------- --------
Cash and cash equivalents at end of the reporting period ......... $ 18,625 $ 29,552
======== ========

Supplemental disclosures of cash paid during the reporting period:

Interest (net of amount capitalized) .......................... $ 7,298 $ 6,748
======== ========

Income taxes paid (net of refunds received..................... $ 774 $ 1,144
======== ========

The accompanying notes are an integral part of these financial statements.

SAFETY-KLEEN CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. INVENTORIES

The Company's inventories consist primarily of solvent, oil and supplies.
LIFO inventories at March 22, 1997 and December 28, 1996 were $5.2 and $4.8
million, respectively. Under the FIFO method of accounting (which approximates
current or replacement cost), inventories would have been $0.2 million higher
and $0.3 million higher at March 22, 1997 and December 28, 1996, respectively.

2. INTERIM REPORTING PERIODS

The Company's interim reporting periods are twelve weeks each for the
first three reporting periods of the year, and sixteen weeks for the fourth
reporting period.

Private Securities Litigation Reform Act Disclosure

This report contains various forward-looking statements, including
financial, operating and other projections. There are many factors that could
cause actual results to differ materially, such as: adoption of new
environmental laws and regulations and changes in the way such laws and
regulations are interpreted and enforced; general business conditions, such as
the level of competition, changes in demand for the Company's services and the
strength of the economy in general; and prices for petroleum based products.
These and other factors are discussed in this report, the Company's Annual
Report on Form 10-K and other documents the Company has filed with the
Securities and Exchange Commission.

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

FINANCIAL CONDITION

The Company's working capital increased from $72.3 million at December 28,
1996 to $75.4 million at March 22, 1997. Year-to-date capital spending for
equipment at customers and property, plant and equipment additions totaled $11.8
million. These expenditures were mainly financed by internally generated cash
and additional borrowings. The Company's total debt, including both long-term
and short-term debt, at March 22, 1997 increased by $9.4 million from 1996
fiscal year-end.

The Company's total debt to total capital ratio was 37.4% at March 22,
1997 and 36.6% at December 28, 1996. The Company expects its total debt to total
capital ratio to decline from its current level slightly during the
balance of 1997.

RESULTS OF OPERATIONS

COMPARISON OF THE TWELVE WEEK PERIODS ENDED
MARCH 22, 1997 AND MARCH 23, 1996

REVENUE

Revenue for the twelve weeks ended March 22, 1997 was $220 million, up $19
million, or 9%, from the comparable period last year.

Revenue derived from the Company's North American and European operations
during the twelve weeks ended March 22, 1997 and March 23, 1996 was as follows:

THOUSANDS OF DOLLARS
Percentage
Increase
MARCH 22, 1997 MARCH 23,1996 (Decrease)
North America

Industrial Services ....................................... $ 65,386 $ 59,211 10%

Automotive/Retail Repair Services ......................... 59,317 54,609 9%

Oil Recovery Services ..................................... 32,858 30,399 8%

Other Services ............................................ 37,249 33,034 13%
-------- -------

Total North America ......................................... 194,810 177,253 10%

Europe ...................................................... 25,420 24,470 4%
-------- --------

Consolidated ................................................ $220,230 $201,723 9%
======== ========

NORTH AMERICAN INDUSTRIAL SERVICES. The Company's North American
Industrial Services revenue for the current reporting period includes $34.4
million from the Fluid Recovery Service, which represents a 13% increase over
the comparable period of 1996. This increase of $3.9 million is primarily due to
increased revenue from new and expanded service offerings.

The North American Industrial Parts Cleaner Service accounts for the
remaining $31.0 million of revenue, which represents an increase of $2.3
million, or 8%, from the comparable period of 1996. The 8% revenue increase
consisted of a 6% increase due to price and a 2% increase due to volume.

NORTH AMERICAN AUTOMOTIVE/RETAIL REPAIR SERVICES. The Vacuum Services
business introduced during the second half of 1996 increased revenue by $2.8
million. Automotive Parts Cleaning had a volume decline of approximately 5%
which was offset by a 5% increase due to price. The remaining $1.9 million
increase in revenue is largely due to increased sorbent sales and other new and
expanded service offerings.

NORTH AMERICAN OIL RECOVERY SERVICES. Revenue increased approximately $2.5
million, or 8%, due mainly to increased fuel oil sales as a result of the ISC
acquisition completed during the second interim period of 1996. A drop of 13
cents per gallon in the average price of base lube oil from the comparable
period of 1996 resulted in a revenue decline of approximately $1.5 million. This
decline in revenue was offset by an increase of $0.6 million in revenue from a
higher volume of blended lube oil sold and a $1.0 million increase in revenue
generated from the automotive used oil collection business. Approximately
two-thirds of the increase in the automotive used oil collection business can be
attributed to higher collection fees and the balance to volume and product mix.

NORTH AMERICAN OTHER SERVICES. Revenue from Other Services during the
current reporting period increased $4.2 million, or 13%, from the comparable
period of 1996. Imaging Services accounted for $1.7 million of the increase and
is attributed mainly to increased volume. The Company's North American
Envirosystems business also increased by approximately $1.8 million, or 15%,
as a result of higher volume. The remaining increase is mainly attributable to
improved pricing in the Company's paint refinishing business.

EUROPE. European revenues of $25.4 million were up $0.9 million, or 4%,
from the comparable period of 1996. The impact of foreign currency exchange
rates reduced European revenue in the current period by approximately $1.0
million, or 4% from 1996. All businesses except the Envirosystems business in
Germany showed increases in local currency revenue.

OPERATING COSTS AND EXPENSES

Operating costs and expenses as a percentage of revenue were 74.5% in the
current reporting period, compared to 72.3% for the first interim period of
1996. Approximately half of the increase in the operating cost percentage is
attributable to lower gross margins earned in the Oil Recovery Services market
due mainly to the lower base lube oil selling prices. The remaining increase in
the operating cost percentage reflects lower margins earned on the newer
businesses, such as Vacuum Services, due to the costs associated with the
rollout of these businesses. Higher costs associated with the hiring and
training of 50 new branch imaging sales specialists since the first interim
period of 1996 has also increased operating expenses in 1997.

SELLING AND ADMINISTRATIVE EXPENSES

Selling and administrative expenses increased from 14.7% of revenue in
1996 to 14.8% of revenue in 1997. Higher employee related costs due mainly to
the costs associated with acquisitions and new business development is the major
factor causing the increase.

INTEREST EXPENSE

Interest expense increased $0.1 million to $4.4 million during the current
reporting period due primarily to increased borrowings.

INCOME TAXES

The Company's effective income tax rate was 39.1% for the twelve weeks
ended March 22, 1997 and 40.8% for the comparable period of 1996. The drop in
the effective tax rate is due to lower non-deductible expenses in 1997 and the
timing of certain additional tax benefits received in 1997 that were not
received during the comparable period of 1996.

ACCOUNTING CHANGES

The Company is required to adopt Statement of Financial Accounting
Standards (SFAS) No. 128 on Earnings per Share and SFAS No. 129 on Capital
Structure for both interim and annual periods ending after December 15, 1997.
Earlier adoption is prohibited. The expected impact of the adoption of these
standards will not be material.

PART II.

Item 1. LEGAL PROCEEDINGS

The Company's goal is to fully comply with all environmental regulations,
but the nature of the Company's business will likely cause it to incur
governmental fines and penalties from time to time as a consequence of its
business operations. In the majority of situations where proceedings are
commenced by governmental authorities, the matters involved relate to alleged
technical violations of permits or orders under which the Company operates, or
laws and regulations to which its operations are subject, and are often the
result of varying interpretations of the applicable requirements. Generally,
these proceedings result from routine inspections conducted by federal and state
regulatory agencies.

From time to time, the Company becomes subject to claims which allege more
than technical violations or in which the claimant seeks remedies which involve
potentially higher costs than routine technical violation claims. These claims
can be brought by either governmental authorities or private claimants. The
relief sought can involve remediation of the alleged environmental damage,
payment of damages, and in the case of claims brought by governmental
authorities, fines and penalties.

In some cases, governmental authorities may seek fines and/or penalties
from the Company which exceed $100,000 in each case. In these cases, the
governmental authorities may allege, among other things, that the Company is
responsible for releases or threatened releases of hazardous substances, that
the Company engaged in soil excavation or clean-up activities without obtaining
requisite advance approvals and/or that the Company committed certain
manifesting, storage or waste handling violations. Two such proceedings against
the Company were pending or known to be contemplated by governmental authorities
at March 22, 1997.

The Company's practice is to attempt to negotiate resolution of claims
against the Company and its facilities. The Company has to date been able to
resolve cases on generally satisfactory terms. The Company is, however, prepared
to contest claims or remedies which the Company believes to be inappropriate
unless and until satisfactory settlement terms can be agreed upon.

Based on its past experience and its knowledge of pending cases, the
Company believes it is unlikely that the Company's actual liability for the
cases now pending will be materially adverse to the Company's financial
condition. It should be noted, however, that many environmental laws are written
in a way in which the Company's potential liability can be large, and it is
always possible that the Company's actual liability with respect to any
particular environmental claim will prove to be larger than anticipated and
accrued for by the Company. It is also possible that expenses incurred in any
particular reporting period for remediation costs or for fines, penalties, or
judgments could have a material impact on the Company's earnings for that
period.

On April 19, 1996, the U.S. Environmental Protection Agency ("EPA")
published its proposed Hazardous Waste Combustor Rule. This proposed rule will
set emissions standards for incinerators, cement kilns and lightweight aggregate
kilns that burn hazardous waste. As proposed, these standards would require
cement kilns, who are major outlets for the Company's waste-derived fuels, to
make capital improvements which would increase the cost of burning such fuels in
cement kilns. However, due to the complexity of the proposed rule, the lengthy
adoption process to which it is subject, and the likelihood that the rule will
undergo changes prior to its adoption, the effect of the final rule is unknown.

The South Coast Air Quality Management District ("SCAQMD"), the air
district for the greater Los Angeles, California area, has amended its rule
setting the allowable volatile organic compound ("VOC") content of materials
used for remote reservoir repair and maintenance cleaning. The amended rule
will, in effect, ban remote reservoir parts cleaning with solutions containing
VOCs in excess of fifty grams per liter as of January 1, 1999, except in certain
applications. Substantially all of the Company's parts cleaners currently placed
with SCAQMD customers utilize solvents containing VOCs in excess of fifty grams
per liter. The Company offers aqueous parts cleaning systems which meet the 1999
SCAQMD requirements and is working with its SCAQMD customers to identify which
customers will need to convert their solvent parts cleaners to an alternative
cleaning solvent or solution prior to January 1, 1999. In addition, the Company
will continue to actively work with the SCAQMD to identify appropriate
exemptions and develop alternatives to the 1999 VOC limits for materials used
for remote reservoir parts cleaning. The Company expects other Clean Air Act
nonattainment municipalities to consider adopting similar rules.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

EX-27 Financial Data Schedule (EDGAR filing only).

EX-99 Press release issued April 11, 1997 regarding the
Company's results of operations during the twelve weeks
ended March 22, 1997.

(b) Reports on Form 8-K

On March 11, 1997, the Company issued a press release reporting that
it anticipated net earnings for the first quarter, ended March 22,
1997, would be approximately $0.20 per share. The press release was
filed on Form 8-K on March 12, 1997.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on this 5th day of May, 1997.

SAFETY-KLEEN CORP.

/s/ CLIFFORD J. SCHULZ
-----------------------
Clifford J. Schulz
Controller-Chief Accounting Officer