SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ________________

                                Amendment No. 1
                                       to
                                 SCHEDULE 14D-9

                  (AS AMENDED AND RESTATED AT JANUARY 6, 1998)

                 Solicitation/Recommendation Statement Pursuant
                           to Section 14(d)(4) of the
                        Securities Exchange Act of 1934
                                ________________

                               SAFETY-KLEEN CORP.
                           (Name of Subject Company)


                               SAFETY-KLEEN CORP.
                     (Names of Person(s) Filing Statement)

                    Common Stock, Par Value $0.10 Per Share
            (Including the Associated Common Share Purchase Rights)
                         (Title of Class of Securities)

                                   786484105
                     (CUSIP Number of Class of Securities)

                              DONALD W. BRINCKMAN
                      Chairman And Chief Executive Officer
                               One Brinckman Way
                          Elgin, Illinois  60123-7857
                                 (847) 697-8460

                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications
                  on Behalf of the Person(s) filing Statement)

                                ________________

                                With a copy to:
                             DENNIS N. NEWMAN, ESQ.
                         Sonnenschein Nath & Rosenthal
                                  Sears Tower
                            Chicago, Illinois  60606
                                 (312) 876-8000

 
                                  INTRODUCTION

  Safety-Kleen Corp. ("Safety-Kleen") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, as amended and restated
at January 6, 1998 (as amended, the "Schedule 14D-9"), with respect to the
exchange offer made by LES Acquisition, Inc., a wholly-owned subsidiary of
Laidlaw Environmental Services, Inc., for all of the outstanding Shares.
Capitalized terms not defined herein have the meanings assigned thereto in the
Schedule 14D-9.

Item 8.  Additional Information to be Furnished.

  Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text at the end thereof:

  On January 8, 1998, Safety-Kleen issued a press release, a copy of which is
attached hereto as Exhibit 22 and is incorporated herein by reference,
announcing that it was commencing mailing of its definitive proxy statement with
respect to its solicitation of proxies to approve the Philip Merger Agreement.
The foregoing summary description is qualified in its entirety by reference to
Exhibit 22.

Item 9.  Materials to be Filed as Exhibits.

  Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text thereto:

     Exhibit 22 Press Release issued by Safety-Kleen Corp., dated January 8,
1998.

 
                                   SIGNATURE
                                        

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                         SAFETY-KLEEN CORP.



                         By:  /s/ Donald W. Brinckman
                            -----------------------------------------------
                                Name: Donald W. Brinckman
                                Title: Chairman and Chief Executive Officer

Dated: January 8, 1998

                                      -2-

 
                                 EXHIBIT INDEX

     Except as noted below, the following Exhibits have been previously filed in
connection with this Statement.

 
 
Exhibit No.                           Description
- -----------     ----------------------------------------------------------------
                         
Exhibit 1       Excerpts from Safety-Kleen's Proxy Statement, dated March 28, 
                1997, relating to Safety-Kleen's 1997 Annual Meeting of 
                Shareholders.

Exhibit 2       Share Ownership of Certain Beneficial Owners and Management.

Exhibit 3       Agreement and Plan of Merger, dated as of November 20, 1997, by
                and among SK Parent Corp., SK Acquisition Corp. and Safety-Kleen
                Corp.

Exhibit 4       Form of Change of Control Severance Agreement.

Exhibit 5       Letter to Shareholders of Safety-Kleen, dated January 6, 1998.

Exhibit 6       Press Release issued by Safety-Kleen Corp., dated December 22, 
                1997.

Exhibit 7       Text of September 24, 1997 letter from Laidlaw Environmental
                Services, Inc.

Exhibit 8       Text of November 4, 1997 letter from Laidlaw Environmental 
                Services, Inc.

Exhibit 9       Text of November 13, 1997 letter from Laidlaw Environmental 
                Services, Inc.

Exhibit 10      Complaint filed by Safety-Kleen Corp. v. Laidlaw Environmental
                Services, Inc. (dated November 17, 1997, United States District
                Court for the Northern District of Illinois Eastern Division)

Exhibit 11      Opinion of William Blair & Company L.L.C., dated November 20, 
                1997

Exhibit 12      Text of November 20, 1997 letter from Laidlaw Environmental
                Services, Inc.

Exhibit 13      Verified Answer, Affirmative Defenses, and Counterclaim filed by
                Laidlaw Environmental Services, Inc. v. Safety-Kleen Corp., et.
                al. (dated November 24, 1997, United States District Court for
                the Northern District of Illinois Eastern Division)

Exhibit 14      Opinion of William Blair & Company L.L.C., dated December 20, 
                1997
 

                                      -3-

 
 
 
Exhibit No.                           Description
- -----------     ----------------------------------------------------------------
                         
Exhibit 15      Complaint filed by William Steiner against Donald W. Brinckman,
                et al. (dated November 4, 1997, Circuit Court of Cook County,
                Illinois County Department, Chancery Division).

Exhibit 16      Complaint filed by Josh Kaplan against Donald W. Brinckman, et 
                al. (dated November 5, 1997, Circuit Court of Cook County,
                Illinois County Department, Chancery Division).

Exhibit 17      Complaint filed by Gershon Knoll against Richard T. Farmer, et 
                al. (dated November 5, 1997, Circuit Court of Cook County,
                Illinois County Department, Chancery Division).

Exhibit 18      Complaint filed by Larry Hanon against Safety-Kleen Corp. et 
                al., (dated November 5, 1997, Circuit Court of Cook County,
                Illinois County Department, Chancery Division).

Exhibit 19      Complaint filed by Robin Fernhoff against Safety-Kleen Corp., et
                al. (dated November 6, 1997, Circuit Court of Cook County,
                Illinois County Department, Chancery Division).

Exhibit 20      Complaint filed by Epstein Family Trust against Safety-Kleen 
                Corp., et al. (dated November 12, 1997, Circuit Court of Cook
                County, Illinois County Department, Chancery Division).

Exhibit 21      Complaint filed by David Steinberg against Safety-Kleen Corp., 
                et al. (dated December 5, 1997, Circuit Court of Cook County,
                Illinois County Department, Chancery Division).

Exhibit 22*     Press Release issued by Safety-Kleen Corp., dated January 8,
                1998.
 
____________

     *Filed herewith.

                                      -4-