SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 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 number 1-11097
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3CI COMPLETE COMPLIANCE CORPORATION
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(Exact name of registrant as specified in its charter)

Delaware 76-0351992
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

910 Pierremont, #312 Shreveport, LA. 71106
------------------------------------------
(Address of principal executive offices)
(Zip Code)

(318)869-0440
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(Registrant's telephone number, including area code)

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

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 [ ]

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

Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.

The number of shares of Common Stock outstanding as of the close of
business on August 14, 1997, was 10,020,311.

3CI COMPLETE COMPLIANCE CORPORATION

I N D E X

PAGE
NUMBER

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets as of
June 30, 1997 (unaudited) and September 30, 1996.................... 2

Consolidated Statements of Operations for the three months and
nine months ended June 30, 1997 and 1996 (unaudited)................ 3

Consolidated Statements of Cash Flows for the
nine months ended June 30, 1997 and
1996 (unaudited)................................................... 4

Notes to Consolidated Financial Statements (unaudited)................. 5

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................. 8

PART II. OTHER INFORMATION

Item 1. Legal Proceedings .................................................... 12

Item 2. Changes in Securities.................................................. 12

Item 3. Defaults Upon Senior Securities........................................ 12

Item 4. Submission of Matters to a Vote
Of Security Holders................................................. 12

Item 5. Other Information .................................................... 12

Item 6. Exhibits and Reports on Form 8-K....................................... 12

SIGNATURES ....................................................................... 17

ITEM 1. FINANCIAL STATEMENTS

3CI COMPLETE COMPLIANCE CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

June 30, September 30,
1997 1996
------------ ------------

ASSETS

Current Assets:
Cash and cash equivalents $ -- $ --
Restricted cash 130,000 130,000
Accounts receivable, less allowances of $960,921 and $990,994
at June 30, 1997 and September 30, 1996, respectively 4,091,355 3,753,421
Inventory 97,357 59,045
Other current assets 706,703 232,989
------------ ------------
Total current assets 5,025,415 4,175,455
------------ ------------

Property, plant and equipment, at cost 11,468,252 11,396,144
Accumulated depreciation (2,904,959) (2,933,525)
------------ ------------
Net property, plant and equipment 8,563,293 8,462,619
------------ ------------

Excess of cost over net assets acquired, net of accumulated amortization
of $68,734 and $49,988 at June 30, 1997 and September 30, 1996, respectively 368,493 387,243
Other intangible assets, net of accumulated amortization of $130,466 and
$74,552 at June 30, 1997 and September 30, 1996, respectively 292,901 349,502
------------ ------------
Total assets $ 14,250,102 $ 13,374,819
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Bank overdraft $ 533,496 $ 34,382
Notes payable 514,443 211,928
Current portion of long-term debt, unaffiliated lenders 862,977 1,314,290
Accounts payable 1,504,859 1,866,223
Accounts payable, affiliated companies 373,156 319,156
Accrued liabilities 1,785,720 2,361,006
Note payable majority shareholder 4,205,014 8,842,969
------------ ------------
Total current liabilities 9,779,665 14,949,954
------------ ------------

Long-term debt unaffiliated lenders, net of current portion 860,079 742,400

------------ ------------
Total liabilities 10,639,744 15,692,354
------------ ------------

Accrued stock put option 1,591,728 1,696,500

Shareholders' Equity:
Preferred stock, no par value, authorized 1,000,000 shares; issued and
outstanding issued and outstanding 1,000,000 and none shares at
June 30, 1997 and September 30, 1996, respectively 7,000,000 --
Common stock, $.01 par value, authorized 15,000,000 shares;
issued and outstanding 9,900,311 and 9,900,311 shares at
June 30, 1997 and September 30, 1996, respectively 99,004 99,004
Additional Paid-in capital 20,108,743 20,108,743
Accumulated deficit (25,189,117) (24,221,782)
------------ ------------
Total Shareholders' equity 2,018,630 (4,014,035)
------------ ------------
Total liabilities and shareholders' equity $ 14,250,102 $ 13,374,819
============ ============

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

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3CI COMPLETE COMPLIANCE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

For the For the For the For the
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
------------ ------------ ------------ ------------

Revenues $ 4,668,898 $ 4,685,228 $ 13,978,170 $ 13,837,152
Expenses:
Cost of services 3,631,642 3,412,666 10,799,750 10,749,346
Depreciation and amortization 323,816 555,357 1,021,961 1,536,583
Selling, general and administrative 625,131 899,127 2,221,290 2,806,620
------------ ------------ ------------ ------------
Income (loss) from operations 88,309 (181,922) (64,831) (1,255,397)

Other income (expense):
Interest and other expense, net (277,720) (225,679) (902,504) (599,607)
Income (loss) before income taxes and accretion
------------ ------------ ------------ ------------
of stock put (189,411) (407,601) (967,335) (1,855,004)
------------ ------------ ------------ ------------

Income taxes -- -- -- --
Accretion of stock put -- -- -- (26,052)
------------ ------------ ------------ ------------
Net loss $ (189,411) $ (407,601) $ (967,335) $ (1,881,056)
============ ============ ============ ============

Weighted average shares outstanding 9,034,811 8,783,258 9,034,811 8,710,906
============ ============ ============ ============

Net loss per common share $ (0.02) $ (0.05) $ (0.11) $ (0.22)
============ ============ ============ ============

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3CI COMPLETE COMPLIANCE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

For the For the
Nine Months Ended Nine Months Ended
June 30, June 30,
1997 1996
----------- -----------

Cash flow from operating activities:
Net loss $ (967,335) $(1,881,056)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
(Gain) loss on disposal of fixed and intangible assets 18,493 --
Interest expense of affiliated debt 593,045 565,224
Depreciation and amortization 1,021,961 1,536,583
Accretion of stock put 26,052

Change in assets and liabilities:
(Increase) decrease in restricted cash -- (31,458)
(Increase) decrease in accounts receivable, net (337,934) (623,669)
(Increase) decrease in inventory (38,312) 17,583
(Increase) decrease in prepaid expenses (473,714) (119,835)
Increase (decrease) in bank overdrafts 499,114 42,914
Increase (decrease) in accounts payable (361,364) 602,417
Increase (decrease) in accounts payable, affiliated companies 54,000 (12,880)
Increase (decrease) in accrued liabilities (575,287) (1,677,888)
----------- -----------
Total adjustments to net loss 400,002 325,043
----------- -----------
Net cash provided by (used in) operating activities (567,333) (1,556,013)
----------- -----------

Cash flow from investing activities:

Proceeds from sale of property, plant and equipment 233,064 --
Purchase of property, plant and equipment (371,576) (1,255,157)
Increase in Intangible assets -- (322,761)
----------- -----------
Net cash used in investing activities (138,512) (1,577,918)
----------- -----------

Cash flow from financing activities:
Proceeds from issuance of notes payable 942,320 447,463
Principal reduction of notes payable (711,216) (226,501)
Proceeds from issuance of long-term debt, unaffiliated lenders
Reduction of accrued stock put option (104,772)
Reduction of long-term debt, unaffiliated lenders (1,186,487) (715,587)
Proceeds from issuance of note payable to majority shareholder 1,766,000 3,550,000
----------- -----------
Net cash provided by financing activities 705,845 3,055,375
----------- -----------

Net (decrease) increase in cash and cash equivalents 0 (78,556)
----------- -----------

Cash and cash equivalents, beginning of period -- 78,556
----------- -----------

Cash and cash equivalents, end of period $ 0 $ 0
=========== ===========

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

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3CI COMPLETE COMPLIANCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)

(1) ORGANIZATION AND BASIS OF PRESENTATION

3CI Complete Compliance Corporation (the Company or 3CI), a Delaware
Corporation, is engaged in the collection, transportation and incineration of
biomedical waste in the southeastern and southwestern United States. In
February 1994, subsidiaries of 3CI acquired all the assets and business
operations of American Medical Transports Corporation (AMTC), an Oklahoma
corporation, and A/MED, Inc. (A/MED), a Delaware corporation. Both AMTC and
A/MED were engaged in businesses similar to that of 3CI. Waste Systems, Inc.
(WSI), a Delaware corporation, was the majority shareholder of both AMTC and
A/MED (the Companies). Additionally, in February 1994, WSI purchased 1,255,182
shares of 3CI common stock from American Medical Technologies (AMOT).

As a result of the transactions described above, WSI became the majority
shareholder of 3CI immediately following the acquisition of AMTC and A/MED. For
accounting purposes, AMTC and A/MED were considered the acquirer in a reverse
acquisition. The combined financial statements of AMTC and A/MED are the
historical financial statements of the Company for periods prior to the date of
the business acquisition. Historical combined shareholders' equity of AMTC and
A/MED has been retroactively restated for the equivalent number of 3CI shares
received for the assets and business operations of AMTC and A/MED, and the
combined accumulated deficit of AMTC and A/MED has been carried forward.

The accompanying consolidated financial statements have been prepared, without
audit, by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. As applicable under such regulations, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. The Company believes that the presentation and
disclosures herein are adequate to make the information not misleading and the
financial statements reflect all adjustments and are of a normal recurring
nature which are necessary for a fair presentation of these financial
statements. 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 September 30, 1996, as filed with the
Securities and Exchange Commission.

(2) NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per common share was computed by dividing net income (loss)
for each quarterly period by the weighted average number of common shares
outstanding for each period. In October 1994, the Company acquired
substantially all the assets and assumed certain liabilities of River Bay
Corporation. The 865,500 shares issued in connection with the acquisition of
River Bay have been excluded from weighted average shares outstanding. The
accretion of a Stock Put Option related to the purchase of the River Bay
division is reflected as a reduction of net income in determining net income to
common shareholders. In conjunction with the business acquisition with respect
to AMTC and A/MED the weighted average shares outstanding have been
retroactively restated for reverse acquisition accounting to reflect the
equivalent shares based on the conversion ratio established in the merger
transaction. The effect of stock options and warrants is antidilutive and is
therefore not considered in the calculation of net loss per common share.

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(3) BUSINESS CONDITIONS

The Company has consistently incurred losses for the past several fiscal years
and losses have continued into fiscal 1997. The Company has historically relied
on WSI for funding, and while such support was necessary for the first and
second quarter of fiscal 1997, the Company did not need any support during the
third quarter of fiscal 1997. Although such support may be necessary for the
remaining fiscal year of 1997.

In October 1994, WSI made a non-interest bearing cash advance of $1,000,000 to
the Company, which was converted into 416,667 shares of Common Stock in April
1995. In the first half of 1995, WSI made non-interest bearing cash advances
totaling $4,100,000 to the Company. In June 1995, the Company executed a
$6,000,000 revolving promissory note, which was utilized in part to repay the
advances. This note was renegotiated in September 1995, increasing the total
available to $8,000,000 including interest, with principal not to exceed
$7,400,000. Interest is payable in quarterly installments which are
automatically added to the outstanding principal balance, if not paid. The note
bears interest at the prime rate and became due on December 31, 1996. As of
June 30, 1997 and September 30,1996, the Company has borrowed $4,205,000 and
$8,842,969 respectively under the note. In June 1997, WSI converted $7,000,000
of debt into 1,000,000 shares of 3CI preferred stock. Interest expense in 1997
has increased significantly as a result of the of the advances made pursuant to
the interest bearing note.

Since September 30, 1996, WSI has made additional cash advances to the Company
totaling $2,362,000 including interest expense. Due to the additional cash
advances that have been made in excess of the principal in the original
promissory note, the Company entered into a second Revolving Credit Facility of
$2.7 million including deferred interest dated December 20, 1996 with a
maturity date of February 28, 1997. It is the intent of WSI and 3CI that this
Revolving Promissory Note shall evidence all sums owing by 3CI to WSI, to the
extent that such sums represents advances of funds by 3CI in excess of the
maximum limits fixed under that certain $8,000,000 Revolving Promissory Note
dated September 30, 1995. The Promissory Note dated September 30, 1995 has a
due date of December 31, 1996 of which the Company has requested from and
received a monthly extension of the Promissory Note dated September 30, 1995 to
discuss with WSI on the possibility of restructuring the terms of the Revolving
Promissory Note. This note has been further extended until September 30, 1997.
The second Revolving Credit Facility of $2.7 million dated December 20, 1996,
with a maturity date of February 28, 1997, has also been extended until June
30, 1997.

In February 1997, the Company received a letter from the NASDAQ Stock Market,
Inc. regarding the Company's failure to meet listing requirements. These
requirements include maintaining a minimum capital and surplus of at least
$1,000,000 and a minimum bid price of $1.00. While the Company remained out of
compliance with this requirement, the NASDAQ allowed the Company to remain
listed with an exception added to it's trading symbol. The NASDAQ Stock Market
gave the Company until June 25, 1997, to meet the listing requirement. In June
1997, WSI converted $7,000,000 of debt into 1,000,000 shares of 3CI preferred
stock. This conversion has allowed the Company to meet the listing requirement
of the NASDAQ Stock Market, Inc. On June 26, 1997, the NASDAQ Stock Market Inc.
has informed the Company that has been found to be in compliance with all
requirements necessary to for continued listing on the exchange, the exception
to it's trading symbol has been removed. In connection with conversion of debt
to preferred stock, WSI cancelled the Revolving Credit Facility of $2.7 million
dated December 20, 1996, with a maturity date of February 28, 1997 which had
been previously extended to June 30, 1997. The conversion has also resulted in
the reduction of the outstanding indebtedness of the Promissory Note dated
September 30, 1995. The Company has received an extension of the Promissory
Note dated September 30, 1995. This has been done in order for the Company to
restructure the terms and conditions of the note. If a resolution can not
be accomplished and the Company is unable to obtain alternative financing,
there can be no assurance that the Company will be able to meet its

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obligations as they become due or realize the recorded value of its assets and
would likely be forced to seek bankruptcy protection.

The nature and level of competition in the medical waste industry has remained
high for several years. This condition has produced aggressive price
competition and results in pressure on profit margins. The Company competes
against companies which have access to greater capital resources. In order to
compete in this industry on a long-term basis and fully realize its business
strategy, the Company will require additional and continued financing and other
assistance from its current stockholders and if available, from outside
sources. There is no assurance that adequate funds for these purposes will be
available when needed or, if available, on terms acceptable to the Company.

(4) COMMITMENTS AND CONTINGENCIES

In May 1995, a group of minority stockholders of the Company, including Patrick
Grafton, former Chief Executive Officer of the Company, acting individually and
purportedly on behalf of all minority stockholders, and on behalf of the
Company, filed suit in James T. Rash, et al v. Waste Systems, Inc., et al, No.
95-024912 in the District Court of Harris County, Texas, 129th Judicial
District, against the Company, WSI and various directors of the Company. The
plaintiffs have alleged minority stockholder oppression, breach of fiduciary
duty and breach of contract and "thwarting of reasonable expectations" and have
demanded an accounting, appointment of a receiver for the sale of the Company,
unspecified actual damages and punitive damages of $10 million, plus attorney's
fees. In addition, Mr. Grafton has alleged unspecified damages as a result of
his removal as an officer and director of the Company and the Company's failure
to renew his employment agreement in March 1995 and has alleged that such
removal was wrongful and ineffective. The Company's insurer has denied coverage
in the lawsuit. The Company has denied all material allegations of the lawsuit
and believes it has adequately reserved for potential losses related to this
matter. However, the outcome of this cannot be predicted, and an adverse
decision in the lawsuit would likely have a material adverse effect on the
Company's financial condition, results of operations and it's net cash flows.
The Company has reached an agreement in principle with some, but not all, with
the plantiffs for the settlement action. The execution of the appropriate
documentation to evidence this settlement agreement has not yet been completed.
If completed, in its current form, the proposed settlement would require court
approval. The Company and Mr. Grafton have reached a settlement of Mr.
Grafton's individual claims relating to his removal as an officer and director
of the Company and the Company's failure to renew his employment agreement. The
Company is in the process of performing its obligations pursuant to the
settlement agreement.

In June 1995, the former stockholders of Med-Waste filed suit in James H.
Shepherd, et al v. 3CI Complete Compliance Corporation, et al, No.
C.V.-95-1441-1 in the Circuit Court of Hot Spring County, Arkansas, against the
Company and various current and former officers and directors of the Company.
Plaintiffs have alleged violations of federal and state securities laws, breach
of contract, common law fraud and negligence in connection with the acquisition
of Med-Waste by the Company and have demanded rescission, restitution,
unspecified actual damages and punitive damages of $10 million, plus attorney's
fees. The case has been transferred to the United States District Court of the
Western District of Arkansas, Hot Springs Division. The parties, other than
Patrick Grafton, former Chief Executive Officer of the Company, have agreed to
settle the suit in consideration for the issuance by the Company to the
plaintiffs of 250,000 shares of common stock and the payment by the Company to
the plaintiffs of 20% to 55% of the pre-tax profits, as defined, attributable
to the assets previously acquired from Med-Waste until such time as the shares
of common stock held by the plaintiffs become freely tradable and the market
price of the common stock averages at least $2.50 over a period of 42
consecutive days. During the nine months ended June 30, 1997 and the fiscal
year ended September 30, 1996, the Company made payments totaling approximately
$193,000 and $179,500 respectively, to the plaintiffs related to this
agreement. In addition, the Company and WSI have agreed to repurchase the
shares of Common Stock held by the plaintiffs for $2.50 per share in certain
events, including the bankruptcy of the Company or in

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the event WSI ceases to be the largest beneficial holder of the common stock.
The obligations of the Company to the plaintiffs are secured by a security
interest in most of the assets of the Company, and WSI has agreed to subordinate
its loans to the Company, and all related security interests, to the obligations
and the related security interests of the Company to the plaintiffs.

On or about March 10, 1997 the Company commenced arbitration proceedings before
the American Arbitration Association in Houston, Texas against River Bay
Corporation and Marlan Baucum seeking to set aside a Purchase Agreement entered
into between those parties on or about October 10, 1994, together with
ancillary agreements pertaining thereto. The Company is seeking damages and/or
to set aside the Purchase Agreement and collateral agreements, including a Put
Option Agreement which, if otherwise enforceable, would require the payment by
the Company of approximately $1,700,000.00 for 565,500 shares of 3CI stock. On
or about May 10, 1997 the Company filed a Petition of Arbitration in Suit No.
422,107 of the First Judicial District Court, Caddo Parish, Louisiana, naming
River Bay Corporation and Marlan Baucum as defendants therein. This lawsuit
seeks an injunction and stay of all judicial and extra-judicial proceedings
pursuant to the Put Agreement until such time as the arbitration is completed.
This action was removed by the defendants to the U.S. District Court for the
Western District of Louisiana, Shreveport Division in Civil Action No. 97-0578.

In connection with an auto accident in July 1996, two suits have been filed
against the Company. Ryan O'Neil Youmans & Anita Youmans v. American 3CI, et
al, No. CV9604899, was filed in the Circuit Court of Jefferson County, Alabama,
in August 1996. Jimmy R. Whitfield & Rhonda Whitfield v. Paul Bronger, American
3CI, et al. No. CV-96-847, was filed in the Circuit Court of Shelby County,
Alabama in November of 1996. These proceedings have just been initiated and
little or no discovery has been conducted. Although the Company's insurer has
acknowledged that it provides coverage for this accident, the outcome of this
cannot be predicted. An adverse decision in the lawsuit is not likely to have a
material effect on the Company's financial condition, results of operations and
net cash flows.

In response, on April 9, 1997 Bank of Raleigh and Smith County Bank, assignees
of certain rights under the Purchase Agreement, commenced a complaint for
declaratory and monetary relief in the U.S. District Court for the Southern
District of Mississippi, Jackson Division in Civil Action No. 3:97cv249BN. The
Smith County Bank and Bank of Raleigh have prayed declaratory judgment declaring
the arbitration provision in the Purchase Agreement to be not binding upon said
banks, declaratory judgement declaring the claims of 3CI against River Bay to be
subordinate to the claims of the banks, for unspecified compensatory damages and
for punitive damages of at least $1,000,000.00. The District Court has stayed
this action as well, pending arbitration. As of June 30, 1997, the Bank of
Raleigh and Smith County Bank have collected $104,000 of the Company's accounts
receivables that were pledged in the initial agreement. An adverse decision in
the lawsuit is not likely to have a material effect on the Company's financial
condition, results of operations and net cash flows.

The Company is subject to certain other litigation and claims arising in the
ordinary course of business. In the opinion of management of the Company, the
amounts ultimately payable, if any, as a result of such claims and assessment
will not have a materially adverse effect on the Company's financial position,
result of operations or net cash flows except where noted above.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following summarizes (in thousands) the Company's operations:

Three Months Ended Nine Months Ended
June 30, June 30,
------------------- -------------------

1997 1996 1997 1996
------- ------- ------ --------

Revenues $ 4,669 $ 4,685 13,978 $ 13,837
Costs of Services 3,632 3,413 10,800 10,749
Selling, General and
Administrative Expense 625 899 2,346 2,807
Income (loss) from operations 88 (182) (190) (1,255)
Other Expense and Stock Accretion, Net (278) (226) (903 (626)
Net loss (189) (408) (967) (1,881)

THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996:

REVENUES:

Revenues for the three month period ended June 30, 1997, remained constant with
sales of $4,669,000 as compared with revenues for the three month period ended
June 30, 1996 of $4,685,000. The Company has been able to remain consistent
notwithstanding continued downward pressure on pricing resulting from the high
level of competition in the industry.

COSTS OF SERVICES:

Costs of services increased $219,000, or 6.4%, to $3,632,000 during the three
months ended June 30, 1997, from $3,413,000 during the comparable period in
1996. Cost of revenues as a percentage of revenues increased to 77.8% during
the three months ended June 30, 1997 from 72.8% during the comparable period in
1996. The increased cost of services resulted from higher labor related costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A"):

Selling, General and Administrative expense for the three month period ended
June 30, 1997, decreased to $625,000 for the months ended June 30, 1997 as
compared to $899,000 for the comparable period in 1996. Selling, general and
administrative expenses as a percentage of revenues decreased to 13.4% during
the three months ended June 30, 1997 from 19.2% during the comparable period in
1996 related to the consolidation and elimination of duplicative administrative
functions.

DEPRECIATION AND AMORTIZATION EXPENSE for the three months ended June 30, 1997
decreased to $323,816 compared to $555,357 for the three months ended June 30,
1996. This reduction is primarily related to the Impairment of Intangible asset
writedown taken at September 30, 1996.

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INTEREST EXPENSE increased to $236,000 for the quarter ended June 30, 1997 from
$226,000 for the three months ended June 30, 1996. The increase in interest
expense is primarily attributable to the increase in cash advances from the
Promissory Note with the Company's majority shareholders.

NINE MONTHS ENDED JUNE 30, 1997 COMPARED TO NINE MONTHS ENDED JUNE 30, 1996:

REVENUES:

Revenues increased to $141,000, or 1.0%, to $13,978,000 during the nine months
ended June 30, 1997 from $13,837,000 during the comparable period in 1996 as
the Company continued to concentrate on higher-margin professional accounts.
The Company has been able to achieve the increase notwithstanding continued
downward pressure on pricing resulting from the high level of competiton in the
industry.

COSTS OF SERVICES:

Costs of services increased $51,000, or .5%, to $10,800,000 during the nine
months ended June 30, 1997, from $10,749,000 during the comparable period in
1996. Cost of revenues as a percentage of revenues increased to 77.3% during
the nine months ended June 30, 1997 from 77.7% during the comparable period in
1996. The principal reasons for this increase is a result from higher labor
related costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A"):

Selling, General and Administrative expense for the nine month period ended
June 30, 1997, decreased to $2,346,000 for the months ended June 30, 1997 as
compared to $2,807,000 for the comparable period in 1996. Selling, general and
administrative expenses as a percentage of revenues decreased to 16.8% during
the nine months ended June 30, 1997 from 20.3% during the comparable period in
1996. This decrease is primarily due to the consolidation and elimination of
duplicative administrative functions.

DEPRECIATION AND AMORTIZATION EXPENSE for the nine months ended June 30, 1997
decreased to $1,022,000 compared to $1,537,000 for the nine months ended June
30, 1996. This reduction is primarily related to the Impairment of Intangible
asset writedown taken at September 30, 1996.

INTEREST EXPENSE increased to $748,000 for the nine months ended June 30, 1997
from $590,000 for the nine months ended June 30, 1996. The increase in interest
expense is primarily attributable to the increase in cash advances from the
Promissory Note with the Company's majority shareholders.

OPERATING ACTIVITIES

The Company has continued to experience a cash loss from operations during the
nine months ended June 30, 1997. The Company anticipates a cash deficit from
operations for the remainder of fiscal year 1997 and will be dependent upon WSI
to fund its continued operations. However, no assurance can be given that WSI
will continue to advance funds to the Company and to forego demand for payment
of the current indebtedness of the Company to WSI. In the event that WSI fails
to advance required funds to the Company or demands paytment of current
indebtedness, the Company would have limited financing sources and would likely
be forced to seek bankruptcy protection.

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INVESTING ACTIVITIES

During the first three quarters ending in June 30, 1997, the Company invested
$1,131,000 for transportation, machinery and equipment, computer equipment and
software.

FINANCING ACTIVITIES

The Company has historically funded its operations, acquisitions and debt
service through cash advances from WSI. As a result of its prior expansion and
program of acquisitions, the Company has experienced liquidity deficiencies.

In October 1994, WSI made a non-interest bearing cash advance of $1,000,000 to
the Company, which was converted into 416,667 shares of Common Stock in April
1995. In the first half of 1995, WSI made non-interest bearing cash advances
totaling $4,100,000 to the Company. In June 1995, the Company executed a
$6,000,000 revolving promissory note, which was utilized in part to repay the
advances. This note was renegotiated in September 1995, increasing the total
available to $8,000,000 including interest, with principal not to exceed
$7,400,000. Interest is payable in quarterly installments which are
automatically added to the outstanding principal balance, if not paid. The note
bears interest at the prime rate and became due on December 31, 1996. As of
June 30, 1997, and September 30,1996, the Company has borrowed $4,205,000 and
$8,842,969 respectively under the note. As a significant amount of the advances
from WSI have historically been non interest bearing, some of which was
ultimately converted to equity, interest expense in 1997 has increased
significantly as a result of the of the advances made pursuant to the interest
bearing note.

Since September 30, 1996, WSI has made additional cash advances to the Company
totaling $2,362,000 including interest expense. Due to the additional cash
advances that have been made in excess of the principal in the original
promissory note, the Company entered into a second Revolving Credit Facility of
$2.7 million including deferred interest dated December 20, 1996 with a
maturity date of February 28, 1997. It is the intent of WSI and 3CI that this
Revolving Promissory Note shall evidence all sums owing by 3CI to WSI, to the
extent that such sums represents advances of funds by 3CI in excess of the
maximum limits fixed under that certain $8,000,000 Revolving Promissory Note
dated September 30, 1995. The Promissory Note dated September 30, 1995, has a
due date of December 31, 1996, of which the Company has requested from and
received a monthly extension of the Promissory Note dated September 30, 1995,
from WSI. The Company is currently in discussions with WSI concerning the
restructuring of the terms of the Revolving Promissory Note. This note has been
further extended until September 30, 1997. The second Revolving Credit Facility
of $2.7 million dated December 20, 1996, with a maturity date of February 28,
1997, had been extended until June 30, 1997.

11
13

dated December 20, 1996, with a maturity date of February 28, 1997 which had
been previously extended to June 30, 1997. The conversion has also resulted in
the reduction of the outstanding indebtedness of the Promissory Note dated
September 30, 1995. The Company has received an extension of the Promissory
Note dated September 30, 1995. This has been done in order for the Company to
restructure the terms and conditions of the note. If a resolution can not
be accomplished and the Company is unable to obtain alternative financing,
there can be no assurance that the Company will be able to meet its obligations
as they become due or realize the recorded value of its assets and would likely
be forced to seek bankruptcy protection.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings -
In May 1995, a group of minority stockholders of the Company, including Patrick
Grafton, former Chief Executive Officer of the Company, acting individually and
purportedly on behalf of all minority stockholders, and on behalf of the
Company, filed suit in James T. Rash, et al v. Waste Systems, Inc., et al, No.
95-024912 in the District Court of Harris County, Texas, 129th Judicial
District, against the Company, WSI and various directors of the Company. The
plaintiffs have alleged minority stockholder oppression, breach of fiduciary
duty and breach of contract and "thwarting of reasonable expectations" and have
demanded an accounting, appointment of a receiver for the sale of the Company,
unspecified actual damages and punitive damages of $10 million, plus attorney's
fees. In addition, Mr. Grafton has alleged unspecified damages as a result of
his removal as an officer and director of the Company and the Company's failure
to renew his employment agreement in March 1995 and has alleged that such
removal was wrongful and ineffective. The Company's insurer has denied coverage
in the lawsuit. The Company has denied all material allegations of the lawsuit
and believes it has adequately reserved for potential losses related to this
matter. However, the outcome of this cannot be predicted, and an adverse
decision in the lawsuit would likely have a material adverse effect on the
Company's financial condition, results of operations and it's net cash flows.
The Company has reached an agreement in principle with some, but not all, with
the Named Plaintiffs for the settlement of this action. The execution of the
appropriate documentation to evidence this settlement agreement has not yet
been completed. If completed, in its current form, the proposed settlement
would require court approval. The Company and Mr. Grafton have reached a
settlement of Mr. Grafton's individual claims relating to his removal as an
officer and director of the Company and the Company's failure to renew his
employment agreement. The Company is in the process of performing its
obligations pursuant to the settlement agreement.

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14

Officer of the Company, have agreed to settle the suit in consideration for the
issuance by the Company to the plaintiffs of 250,000 shares of common stock and
the payment by the Company to the plaintiffs of 20% to 55% of the pre-tax
profits, as defined, attributable to the assets previously acquired from
Med-Waste until such time as the shares of common stock held by the plaintiffs
become freely tradable and the market price of the common stock averages at
least $2.50 over a period of 42 consecutive days. During the nine months ended
June 30, 1997 and the fiscal year ended September 30, 1996, the Company made
payments totaling approximately $193,000 and $179,500 respectively, to the
plaintiffs related to this agreement. In addition, the Company and WSI have
agreed to repurchase the shares of Common Stock held by the plaintiffs for
$2.50 per share in certain events, including the bankruptcy of the Company or
in the event WSI ceases to be the largest beneficial holder of the common
stock. The obligations of the Company to the plaintiffs are secured by a
security interest in most of the assets of the Company, and WSI has agreed to
subordinate its loans to the Company, and all related security interests, to
the obligations and the related security interests of the Company to the
plaintiffs.

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15

Item 2. Changes in Securities - None

Item 3. Defaults Upon Senior Securities - None

Item 4. Submission of Matters to a Vote of Security Holders - None

Item 5. Other Information - None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits -

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16

(b) INDEX TO EXHIBITS

EXHIBITS

Except as otherwise indicated, the following documents are
incorporated by reference as Exhibits to this Report (as used in the
following listing, "3CI" refers to the Company):

EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------ ----------- ------

2.1. Copy of Agreement of Purchase and Sale dated as of June 27, 1991 by,
between and among American Medical Technologies, Inc., Harry
Argovitz, et ux, Complete Compliance Corporation and 3CI
Transportation Systems Corporation, as amended by the First Amendment
thereto dated as of September 3, 1991 and the Second Amendment
thereto dated as of October 7, 1991 (incorporated by reference to
Exhibit 10(a) of 3CI's registration statement on Form S-1 (No.
33-45632) effective April 14, 1992).
2.2. Copy of Blanket Conveyance, Bill of Sale and Assignment dated as of
September 6, 1991 executed and delivered by American Medical
Technologies, Inc., in favor of 3CI (incorporated by reference to
Exhibit 10(o) of 3CI's registration statement on Form S-1 (No.
33-45632) effective April 14, 1992).
2.3. Copy of Asset Purchase Agreement dated as of December 10, 1991 between
3CI, MedCon, Inc., and Harry S. Allen, individually and as sole
shareholder of MedCon, Inc. (incorporated by reference to Exhibit
10(d) of 3CI's registration statement on Form S-1 (No. 33-45632)
effective April 14, 1992).
2.4. Copy of First Amendment dated March 26, 1992 to Asset Purchase
Agreement by, and between and among, MedCon, Inc., Harry S. Allen, as
sole shareholder of MedCon, Inc., and 3CI (incorporated by reference
to Exhibit 10(n) of 3CI's registration statement on Form S-1 (No.
33-45632) effective April 14, 1992).
2.5. Copy of Second Amendment dated May 22, 1992 to Asset Purchase
Agreement by, between and among MedCon, Inc., Harry S. Allen, as the
sole shareholder of MedCon, Inc. and 3CI (incorporated by reference
to Exhibit 2.6 of 3CI's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992).
2.6. Copy of Third Amendment dated October, 1992 to Asset Purchase
Agreement by, between and among MedCon, Inc., Harry S. Allen, as sole
shareholder of MedCon, Inc. and 3CI (incorporated by reference to
Exhibit 2.7 of 3CI's Annual Report on Form 10-K for the fiscal year
ended September 30, 1992).
2.7. Purchase Agreement and Plan of Reorganization dated February 4, 1994,
among A/MED, Inc., 3CI Complete Compliance Corporation and 3CI
Acquisition Corp./A/MED (incorporated by reference to Exhibit 1.1 of
3CI's report on Form 8-K filed February 7, 1994).
2.8. Purchase Agreement and Plan of Reorganization dated February 4, 1994,
among A/Med, Inc., 3CI Complete Compliance Corporation and 3CI
Acquisition Corp./A/MED (incorporated by reference to Exhibit 1.2 of
3CI's report on Form 8-K filed February 7, 1994).
2.9. Stock Purchase Agreement dated February 4, 1995, between Waste
Systems, Inc. and 3CI Complete Compliance Corporation (incorporated
by reference to Exhibit 1.3 of 3CI's report on Form 8-K filed
February 7, 1994).

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17

2.10. Purchase Agreement dated October 10, 1994, among 3CI Complete
Compliance Corporation, River Bay Corporation and Marlan Baucum
(incorporated by reference to Exhibit 1.1 of 3CI's report on Form 8-K
filed October 27, 1994).
2.11. Addendum to Purchase Agreement dated October 12, 1994, among 3CI
Complete Compliance Corporation, River Bay Corporation and Marlan
Baucum. (incorporated by reference to Exhibit 1.2 of 3CI's report on
Form 8-K filed October 27, 1994).
2.12. Assumption of Liabilities dated October 10, 1994, among 3CI Complete
Compliance Corporation, 3CI Acquisition Corp./A/MED, Marlan Baucum
and River Bay Corporation. (incorporated by reference to Exhibit 1.11
of 3CI's report on Form 8-k filed October 27, 1994).
2.13. Plan of Reorganization and Acquisition Agreement dated August 9, 1994,
among the 3CI, Med-Waste Disposal Service, Inc., Jim Shepherd, Mike
Shepherd and Richard McElhannon (incorporated by reference to Exhibit
2.14 of 3CI's Annual Report on Form 10-K for the fiscal year ended
September 30, 1992).
4.1. Copy of Representative Warrant Agreement dated as of April 14, 1992
(incorporated by reference to Exhibit 4(b) of 3CI's registration
statement on Form S-1 (No. 33-45632) effective April 14, 1992).
4.2. Copy of Promissory Note of the Company dated January 13, 1993, in the
principal amount of $200,000, bearing interest payable quarterly at
payee's prime rate plus 1% payable on or before January 15, 1995, to
the order of Midlantic National Bank with payment of principal
subject to the conditions specified in Paragraph 14 of said
promissory note (incorporated by reference to Exhibit 4.2. of 3CI's
Annual Report on Form 10-K for the fiscal year ended September 30,
1992).
4.3. Copy of Deed of Trust, Assignment, Security Agreement and Financing
Statement dated January 13, 1993, granted and delivered by the
Company in favor of Midlantic National Bank to secure the Company's
promissory note of even date referred to in Exhibit 4.2. immediately
above (incorporated by reference to Exhibit 4.3. of 3CI's Annual
Report on Form 10-K for the fiscal year ended September 30, 1992).
4.4. Copy of Warrant No. 3CI-01 issued to James T. Rash providing for the
purchase on or before December 31, 1996 of 50,000 warrants of the
common stock of 3CI at a purchase price of $3.00 per share, subject
to adjustment as therein provided (incorporated by reference to
Exhibit 4.4 of 3CI's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993).
4.5. Copy of Warrant No. 3CI-02 issued to Leonard A. Bedell providing for
the purchase on or before December 31, 1996 of 50,000 warrants of the
common stock of 3CI at a purchase price of $3.00 per share, subject
to adjustment as therein provided. (incorporated by reference to
Exhibit 4.5 of 3CI's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993).
4.6. Put Option Agreement dated October 10, 1994, among 3CI Complete
Compliance Corporation, River Bay Corporation and Marlan Baucum
(incorporated by reference to Exhibit 1.3 of 3CI's report on Form 8-K
filed October 27, 1994).
4.7. Stock Pledge Agreement dated October 10, 1994, between 3CI Complete
Compliance Corporation and River Bay Corporation (incorporated by
reference to Exhibit 1.4 of 3CI's report on Form 8-K filed October
27, 1994).
4.8. Stock Escrow and Pledge Agreement dated July 1994, among 3CI, Med-
Waste Disposal Service, Inc., Jim Shepherd, Mike Shepherd and Richard
McElhannon (incorporated by reference to Exhibit 4.11 of 3CI's Annual
Report on Form 10-K for the fiscal year ended September 30, 1992).
4.9. Copy of Revolving Promissory Note dated June 1, 1995, in the principal
amount of $6,000,000 between 3CI and WSI, its majority stockholder
(incorporated by reference to Exhibit 4.1 of 3CI's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1995).

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18

4.10. Copy of Revolving Promissory Note dated September 1, 1995 in the
principal amount of $6,000,000 between 3CI and WSI, its majority
stockholder (incorporated by reference to Exhibit 4.2 of 3CI's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1995).
4.11. Copy of Revolving Promissory Note dated September 30, 1995 in the
principal amount of $8,000,000 between 3CI and WSI, its majority
stockholder (incorporated by reference to Exhibit 4.11 of 3CI's
Annual Report on Form 10K for the fiscal year ended September 30,
1995).
4.12 Copy of Designations of Series A Preferred Stock for $7,000,000
between 3CI and WSI, its majority shareholder (incorporated by
reference to Exhibit 4.1 of 3CI's report on Form 8-K filed June 24,
1997.
10.1. Copy of Contract dated August 22, 1989 between 3CI and the City of
Carthage, Texas, related to the incineration of medical waste
(incorporated by reference to Exhibit 10 of 3CI's registration
statement on Form S-1 (No. 33-45632) effective April 14, 1992).
10.2. Copy of Addendum dated March 30, 1992 to Contract between 3CI and the
City of Carthage, Texas (incorporated by reference to Exhibit 10 (p)
of 3CI's registration statement on Form S-1 (No. 33-45632) effective
April 14, 1992).
10.3. Copy of First Amendment dated July, 1993 to Contract between 3CI and
City of Carthage, Texas (incorporated by reference to Exhibit 10.3 of
3CI's Annual Report on Form 10-K for the fiscal year ended September
30, 1993).
10.4. Copy of Contract dated August, 1989, between 3CI and the City of
Center, Texas, related to the incineration of medical waste
(incorporated by reference to Exhibit 10 (b) of 3CI's registration
statement on Form S-1 (No. 33-45632) effective April 14, 1992).
10.5. Copy of form of Amendment No. 1 dated October 12, 1992 to the contract
dated August, 1989, between 3CI and the City of Center, Texas,
related to the incineration of medical waste (incorporated by
reference to Exhibit 10.5. of 3CI's Annual Report on Form 10-K for
the fiscal year ended September 30, 1993).
10.6. Copy of form of Amendment No. 2 dated December 29, 1992 to the
contract dated August, 1989, between 3CI and the City of Center,
Texas, related to the incineration of medical waste (incorporated by
reference to Exhibit 10.6. of 3CI's Annual Report on Form 10-K for
the fiscal year ended September 30, 1993).
10.7. Copy of form of Amendment No. 3 dated December, 1993 to the contract
dated August, 1989, between 3CI and the City of Center, Texas,
related to the incineration of medical waste (incorporated by
reference to Exhibit 10.7. of 3CI's Annual Report on Form 10-K for
the fiscal year ended September 30, 1993).
10.8. Copy of Termination Agreement, dated as of May 20, 1993, between 3CI,
Micro-Waste Corporation and the shareholders of Micro-Waste
Corporation (incorporated by reference to Exhibit 10.17. of 3CI's
Annual Report on Form 10-K for the fiscal year ended September 30,
1993).
10.9. Copy of 1992 Stock Option Plan of 3CI (incorporated by reference to
Exhibit 10(m) of 3CI's registration statement on Form S-1 (No.
33-45632) effective April 14, 1992).
10.10. Promissory Note dated October 10, 1994, among 3CI Complete Compliance
Corporation, 3CI Acquisition Corp./A/MED and River Bay Corporation
(incorporated by reference to Exhibit 1.5 of 3CI's report on Form 8-K
filed October 27, 1994).
10.11. Promissory Note dated October 10, 1994, between 3CI Complete
Compliance Corporation and River Bay (incorporated by reference to
Exhibit 1.6 of 3CI's report on Form 8-K filed October 27, 1994).
10.12. Security Agreement dated October 10, 1994, among 3CI Complete
Compliance Corporation, 3CI Acquisition Corp./A/MED and River Bay
(incorporated by reference to Exhibit 1.7 of 3CI's report on Form 8-K
filed October 27, 1994).
10.13. Security Agreement dated October 10, 1994, between 3CI Complete
Compliance Corporation and River Bay Corporation (incorporated by
reference to Exhibit 1.8 of 3CI's report on Form 8-K filed October
27, 1994).

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19

10.14. Mortgage, Security Agreement, Assignment of Leases and Financing
Statement dated October 10, 1994, among 3CI Complete Compliance
Corporation, 3CI Acquisition Corp., A/A/MED and River Bay Corporation
(incorporated by reference to Exhibit 1.9 of 3CI's report on Form 8-K
filed October 27, 1994).
10.15. Debt Subordination Agreement dated October 10, 1994, among 3CI
Complete Compliance Corporation, 3CI Acquisition Corp./A/MED, River
Bay Corporation, Marlan Baucum, Zeb Baucum, III, Diedra Baucum, The
Smith County Bank and the Bank of Raleigh (incorporated by reference
to Exhibit 1.10 of 3CI's report on Form 8-K filed October 27, 1994).
10.16. Non-Competition Agreement dated October 10, 1994, between 3CI Complete
Compliance Corporation and Marlan Baucum (incorporated by reference
to Exhibit 1.12 of 3CI's report on Form 8-K filed October 27, 1994).
10.17. Employment Agreement dated October 10, 1994, between 3CI Complete
Compliance Corporation and Zeb Baucum (incorporated by reference to
Exhibit 1.13 of 3CI's report on Form 8-K filed October 27, 1994).
10.18. Consultant Agreement dated October 10, 1994, between 3CI Complete
Compliance Corporation and Marlan Baucum (incorporated by reference
to Exhibit 1.14 of 3CI's report on Form 8-K filed October 27, 1994).
10.19. Employment Agreement dated May 20, 1994, between 3CI and Patrick
Grafton (incorporated by reference to Exhibit 10.19 of 3CI's Annual
Report on Form 10-K for the fiscal year ended September 30, 1992).
10.20. Employment Agreement dated May 20, 1994, between 3CI and Charles
Crochet (incorporated by reference to Exhibit 10.20 of 3CI's Annual
Report on Form 10-K for the fiscal year ended September 30, 1992).
10.21 Employment Agreement dated August 31, 1995, between 3CI and Charles D.
Crochet incorporated by reference to Exhibit 10.21 of 3CI's Annual
Report on Form 10-K for the fiscal year ended September 30, 1995).
10.22. Modification of Purchase Transaction dated January 25, 1995, among
3CI, 3CI Acquisition Corp./A/MED, River Bay Corporation and Marlan
Baucum (incorporated by reference to Exhibit 10.22 of 3CI's Annual
Report on Form 10-K for the fiscal year ended September 30, 1995).
10.23 Settlement Agreement dated January 1996 among James H. Shepherd,
James Michael Shepherd and Richard T. McElhannon, as Releassors, and
the Company, Georg Rethmann, Dr. Herrmann Niehues, Jurgen Thomas,
Charles Crochet and Waste Systems, Inc., as Releasees (incorporated
by reference to Exhibit 10.23 of 3CI's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995).
10.24 Copy of Exchange Agreement of Series A Preferred Stock for debt
between 3CI and WSI, its majority shareholder (incorporated by
reference to Exhibit 4.1 of 3CI's report on Form 8-K filed June 24,
1997.
16.1 Letter Re: Change in Certifying Accountant (incorporated by reference
to Exhibit 16.2 of 3CI's report on Form 8-K/A filed December 28,
1994).

(b) Reports on Form 8-K -

The registrant filed a Current Report on Form 8-K dated June 24,
1997, to report that WSI, its majority shareholder converted
$7,000,000 of debt to Series A Preferred Stock.

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20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.

3CI COMPLETE COMPLIANCE CORPORATION
(Company)

August 14, 1997 /s/ Charles D. Crochet
------------------------------------------------
Charles D. Crochet
President (Principal Executive Officer)

August 14, 1997 /s/ Curtis W. Crane
------------------------------------------------
Curtis W. Crane
Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer
and Principal Accounting Officer)

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21

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION

27 Financial Data Schedule