SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                          [Amendment No. __________]

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                              SAFETY-KLEEN CORP.
 ................................................................................
               (Name of Registrant as Specified in Its Charter)

 ................................................................................
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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     (1)  Title of each class of securities to which transaction applies: ......

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          pursuant to Exchange Act Rule 0-11: (1)...............................

     (4)  Proposed maximum aggregate value of transaction: .....................

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                                     LOGO
 
                                              January 19, 1998--Elgin, Illinois
 
Dear Safety-Kleen Shareholder:
 
  As you may know, the Board of Directors has approved an agreement to merge
the Company with S-K Parent Corp. With this merger (the "Philip Merger"),
shareholders will receive $27 ALL-CASH PER SHARE.
 
  The Board of Directors carefully reviewed and rejected a competing proposal
from Laidlaw Environmental (LLE) and had very real concerns regarding the
value of their offer. We urge you to consider these same concerns about
Laidlaw Environmental.
 
  We believe LLE's proposal offers significantly less value than the immediate
cash transaction of $27 per share which the Board endorses. First, the cash
portion of their proposal is worth less than $15. Laidlaw will deduct fees
that reduce the cash portion to $13.83 per share. Second, you should be even
more concerned about the value of LLE stock. There are numerous factors which
can drive down the value of this stock:
 
  . The value of the stock portion of Laidlaw's proposal is dependent on its
    stock trading above $4.29 per share. As of January 9, the stock has
    frequently traded below the minimum price.
 
  . Our businesses have incompatible operating philosophies. LLE dumps and
    burns. S-K reclaims and recycles. Laidlaw has stated in its filings that
    it will achieve synergies with Safety-Kleen of $100-$130 million. We do
    not believe they can achieve even $50 million of synergies without a
    significant reduction in service, revenue and profit. THIS WOULD HAVE A
    CONSIDERABLE DILUTIVE IMPACT ON LLE'S 1998 EARNINGS PER SHARE.
 
  . Up to 202 million additional Laidlaw Environmental shares could be issued
    in the transaction. LLE's average daily trading volume approaches only
    140,000 per day. WE QUESTION THE MARKET'S ABILITY TO ABSORB SUCH A
    MASSIVE ISSUANCE WITHOUT DRIVING DOWN LAIDLAW'S STOCK PRICE AND THE VALUE
    OF YOUR INVESTMENT.
 
  Of the 90+ prospective interested parties, 50 signed the standard
confidentiality and standstill agreements. Only Laidlaw Environmental declined
to play by the same rules and refused to compete in the auction on equal
terms. Why? We believe the goal of Laidlaw Inc., the parent company of Laidlaw
Environmental, is to deconsolidate LLE from its financial statements, which
will decrease its liabilities and environmental exposure. Safety-Kleen
shareholders would become subject to these risks.
 
  Your Board has secured a strong all cash offer which gives you full value
for your investment. If you do not vote yes on February 11, this opportunity
may be lost with no guarantee of an alternative offer of the same value or in
the same time frame. NOT VOTING IS THE SAME AS VOTING NO. We urge you to sign,
date and return the enclosed gold striped proxy card today voting FOR the
Philip merger.
 
 
                                          Sincerely,


                                          /s/ Donald W. Brinckman
                                          -----------------------
                                          Donald W. Brinckman
                                          Chairman of the Board
 
  If you have questions, or need additional information, please call our proxy
solicitor, Chase Mellon at 888-224-2734.