UNITED STATES 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 QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

[    ]   TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM          TO

                            Commission file number 0-21229
                                                                 
                   ----------------------------------------------

                                   STERICYCLE, INC.
                (Exact name of Registrant as specified in its charter)

               DELAWARE                                    36-3640402
      (State or other jurisdiction                      (I.R.S. Employer
    of incorporation or organization)                 Identification Number)

              1419 LAKE COOK ROAD, SUITE 410, DEERFIELD, ILLINOIS 60015
                       (Address of principal executive offices)

                                   (847) 945-6550
                 (Registrant's telephone number, including area code)

    Indicate by check mark whether the Registrant (1) has filed all reports 
by Section 13 or 15(d) of the Securities Exchange Act 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.   [ x ] Yes   [   ] No

    As of October 31, 1997, there were 10,397,272 shares of the Registrant's 
Common Stock outstanding.

                          STERICYCLE, INC. AND SUBSIDIARIES

                                  INDEX TO FORM 10-Q

                                                                           Page

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements of Stericycle, Inc.
         and Subsidiaries

              Condensed Consolidated Balance Sheets
              September 30, 1997 and December 31, 1996........................1

              Condensed Consolidated Statements of Operations
              Three months ended September 30, 1997 and 1996
              Nine months ended September 30, 1997 and 1996...................2
              
              Condensed Consolidated Statements of Cash Flows
              Nine months ended September 30, 1997 and 1996...................3

              Notes to Condensed Consolidated Financial Statements............4

Item 2.  Management's Discussion and Analysis of Financial Condition 
         and Results of Operations............................................7

PART II. OTHER INFORMATION

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

                        STERICYCLE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     SEPTEMBER 30,
                                                         1997          DECEMBER 31,
                                                      (UNAUDITED)         1996
                                                      -------------   -------------
                                                                
                                                             (IN THOUSANDS)
                           ASSETS
Current assets:
    Cash and cash equivalents                           $ 7,981         $11,950 
    Short-term investments                                2,335           5,799
    Accounts receivable, less allowance for doubtful
         accounts of $236 in 1997 and $178 in 1996       10,698           4,756
    Parts and supplies                                      469             360
    Prepaid expenses                                        114             426
    Other                                                   613             490
                                                        -------         -------
         Total current assets                            22,210          23,781
                                                        -------         -------

Property, plant and equipment:
    Land                                                     90              90
    Buildings and improvements                            5,619           5,598
    Machinery and equipment                              11,185          10,702
    Office equipment and furniture                          686             463
    Construction in progress                                747             362
                                                        -------         -------
                                                         18,327          17,215
    Less accumulated depreciation                        (6,754)         (5,208)
                                                        -------         -------
         Property, plant and equipment, net              11,573          12,007
                                                        -------         -------

Other assets:
    Goodwill, less accumulated amortization of $1,752
         in 1997 and $807 in 1996                        28,533          18,834
    Other                                                   743             533
                                                        -------         -------
         Total other assets                              29,276          19,367
                                                        -------         -------
Total assets                                            $63,059         $55,155
                                                        -------         -------
                                                        -------         -------

                    LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Current portion of long term debt                   $ 2,907         $ 3,215 
    Accounts payable                                      1,681           1,510
    Accrued liabilities                                   7,573           3,769
    Deferred revenue                                        551             670
                                                        -------         -------
         Total current liabilities                       12,712           9,164
                                                        -------         -------

Long-term debt:
    Industrial development revenue bonds and other        1,591           1,986
    Note payable                                          3,867           2,605
                                                        -------         -------
         Total long term debt                             5,458           4,591
Other liabilities                                         1,228           1,386

Shareholders' Equity:
    Common stock (par value $.01 per share, 30,000,000
         shares authorized, 10,386,051 issued and 
         outstanding in 1997, 10,000,264 issued and 
         outstanding in 1996)                               104            100
    Additional paid-in capital                           82,237         79,405
    Accumulated deficit                                 (38,680)       (39,491)
                                                        -------         -------
         Total shareholders' equity                      43,661         40,014
                                                        -------         -------
Total liabilities and shareholders' equity              $63,059        $55,155 
                                                        -------         -------
                                                        -------         -------

     The accompanying notes are an integral part of these financial statements

                     STERICYCLE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                               (UNAUDITED)

                                  For the three months ended    For the nine months ended
                                        September 30,                  September 30,
                                   ----------       ---------   ----------       ---------
                                      1997             1996        1997             1996
                                   ----------       ---------   ----------       ---------
                                                                     
Revenues                             $12,659          $6,313     $33,475           $17,930 

Costs and expenses:
  Cost of revenues                     9,007           5,011      25,113            14,200
  Selling, general & administrative    3,122           1,802       7,725             5,118
                                   ----------       ---------   ----------       ---------
    Total costs and expenses          12,129           6,813      32,838            19,318
                                   ----------       ---------   ----------       ---------
Income (loss) from Operations            530            (500)        637            (1,388)

Other income (expense)
   Interest income                       131             116         528               116
   Interest expense                     (121)           (102)       (336)             (308)
                                   ----------       ---------   ----------       ---------
      Total other income (expense)        10              14         192              (192)
                                   ----------       ---------   ----------       ---------
Income (loss) before income taxes        540            (486)        829            (1,580)

Income tax expense                        11               0          18                 0
                                   ----------       ---------   ----------       ---------
Net income (loss)                       $529           ($486)      $ 811           ($1,580)
                                   ----------       ---------   ----------       ---------
                                   ----------       ---------   ----------       ---------
Net income (loss) per common share   $  0.05          ($0.06)      $0.08            ($0.21)
                                   ----------       ---------   ----------       ---------
                                   ----------       ---------   ----------       ---------
Weighted average number of
  common shares outstanding
  and equivalents                 10,839,436       8,202,555   10,480,182        7,401,916
                                   ----------       ---------   ----------       ---------
                                   ----------       ---------   ----------       ---------

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

                  STERICYCLE, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED)

                                                                                 FOR THE NINE MONTHS
                                                                                 ENDED SEPTEMBER 30,
                                                                             ---------------------------
                                                                                 1997          1996
                                                                             -------------  -------------
                                                                                    (in thousands)
                                                                                      
OPERATING ACTIVITIES:
Net income (loss)                                                                 $  811      $  (1,580)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
  operating activities:
  Depreciation and amortization                                                    2,489          1,500 
Change in operating assets and liabilities, net of effect of acquisitions:
  Accounts receivable                                                             (4,315)          (432)
  Parts and supplies                                                                (109)            46 
  Prepaid expenses                                                                   246            132 
  Other assets                                                                        35              7 
  Accounts payable                                                                  (546)          (828)
  Accrued liabilities                                                              2,106            623 
  Deferred revenue                                                                  (181)            47 
                                                                             -------------  -------------
Net cash provided by (used in) operating activities                                  536           (485)
                                                                             -------------  -------------
INVESTING ACTIVITIES:
Payments for acquisitions and joint ventures, net of cash acquired                (5,704)        (1,068)
Proceeds from maturity of short-term investments                                   5,799            -   
Purchases of short-term investments                                               (2,335)           -   
Capital expenditures                                                              (1,124)          (626)
                                                                             -------------  -------------
Net cash used in investing activities                                             (3,364)        (1,694)
                                                                             -------------  -------------
FINANCING ACTIVITIES:
Net payment of note payable to bank                                                  -             (858)
Repayment of long term debt                                                         (936)        (2,088)
Principal payments on capital lease obligations                                     (246)          (227)
Principal payments on notes receivable for common stock purchases                      4            -   
Proceeds from bridge loan                                                            -            1,000 
Proceeds from issuance of common stock                                                37         28,479 
                                                                             -------------  -------------
Net cash (used in) provided by financing activities                               (1,141)        26,306 
                                                                             -------------  -------------
Net (decrease) increase in cash and cash equivalents                              (3,969)        24,127 
Cash and cash equivalents at beginning of period                                  11,950            138 
                                                                             -------------  -------------
Cash and cash equivalents at end of period                                         7,981         24,265 
                                                                             -------------  -------------
                                                                             -------------  -------------
Supplementary disclosure of cash flow information:
  Acquisition of machinery and equipment financed with a capital lease            $  -           $  364 
                                                                             -------------  -------------
                                                                             -------------  -------------
  Issuance of common stock in payment of Safeway note                             $  -         $  1,488 
                                                                             -------------  -------------
                                                                             -------------  -------------

   The accompanying notes are an integral part of these financial staements

                          STERICYCLE, INC. AND SUBSIDIARIES

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements have been 
prepared pursuant to the rules and regulations of the Securities and Exchange 
Commission. Certain information and footnote disclosures normally included in 
annual consolidated financial statements prepared in accordance with 
generally accepted accounting principles have been condensed or omitted 
pursuant to such rules and regulations; but the Company believes that the 
disclosures in the accompanying condensed consolidated financial statements 
are adequate to make the information presented not misleading. In the opinion 
of management, all adjustments necessary for a fair presentation for the 
periods presented have been reflected and are of a normal recurring nature. 
These condensed consolidated financial statements should be read in 
conjunction with the consolidated financial statements and notes thereto for 
the three years ended December 31, 1996, as filed with the Company's Annual 
Report on Form 10-K for the fiscal year ended December 31, 1996.  The results 
of operations for the nine-month period ended September 30, 1997 are not 
necessarily indicative of the results that may be achieved for the entire 
year ending December 31, 1997.

NOTE 2.   NET INCOME (LOSS) PER COMMON SHARE

     In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, "Earnings per Share," which is required to be adopted on 
December 31, 1997.  At that time, the Company will be required to change the 
method currently used to compute net income (loss) per common share, and to 
restate all prior periods.  Under the new requirements for calculating basic 
net income (loss) per common share, the dilutive effect of stock options will 
be excluded. The impact of Statement No. 128 on the calculation of primary 
and fully diluted net income (loss) per common share for the nine-month 
periods ended September 30, 1997 and 1996 is not expected to be material.

NOTE 3.   ACQUISITIONS

     In May 1997, the Company announced the acquisition of Environmental 
Control Co., Inc. ("ECCO"), one of the leading medical waste companies in the 
New York City market. The Company paid $4,200,000 in cash; issued 125,000 
shares of stock, assumed debt on vehicles and issued a $2,300,000 10-year 
promissory note for the balance of the purchase price. The ECCO purchase 
price is subject to downward adjustments to reflect uncollectible acquired 
accounts receivable, additional outstanding obligations not reflected in the 
purchase price at closing, and the extent to which ECCO's revenues during the 
one-year period following closing are less than a specified amount.

     During the quarter ended June 30, 1997, adjustments were made to the 
value of the vehicles purchased and the purchase price in connection with the 
December 1996 acquisition of the major portion of the medical waste business 
of Waste Management, Inc. ("WMI").  The purchase price was decreased by 
$756,000 as specified in the agreement, and the goodwill and note payable 
were adjusted accordingly. The Company finalized its estimate of the value of 
vehicles purchased and reduced its March 31, 1997 estimate of $1,200,000 to 
$899,000. The related note payable was adjusted accordingly.

     In June 1997, the Company purchased the customer list and certain other 
assets of WMI's regulated medical waste business in Wisconsin ("WMI-WI").  In 
July 1997, the Company announced the purchase of the customer lists and 
certain other assets of the regulated medical waste businesses of  Regional 
Carting, Inc. and  Rumpke Container Service, Inc. in New Jersey and Ohio, 
respectively. Combined annual revenues are estimated to be $2,300,000 for 
these three companies. The purchase price for these three acquisitions was 
comprised of a combination of cash, promissory notes and shares of common 
stock of the Company.

     These acquisition transactions were accounted for using the purchase 
method of accounting. The results of operations of the acquired businesses 
are included in the condensed consolidated statements of operations from the 
dates of acquisition.

NOTE 4.  STOCK OPTIONS

     During the quarter ended September 30, 1997, options to purchase common 
stock totaling 18,284 shares were granted to key employees. These options 
will vest ratably over a five-year period and have an average exercise price 
of approximately $8.28 per share. The grant of options was made under the 
Company's 1997 Stock Option Plan, which authorized the grant of options for a 
total of 1,500,000 shares of the Company's common stock. The 1997 Stock 
Option Plan was approved by the Company's stockholders in April 1997.

NOTE 5.  STOCK ISSUANCE

     During the quarter ended September 30, 1997, options to purchase 17,432 
shares of common stock were exercised at prices of $0.53-$1.99 per share, and 
the Company issued 55,389 shares of common stock in connection with certain 
acquisitions.

NOTE 6.  INCOME TAXES

     The Company has generated historical net operating losses for income tax 
purposes. Any benefit resulting from these net operating losses has been 
offset by a valuation allowance. As the Company generates future taxable 
income, it expects to incur alternative minimum taxes and income taxes in 
states where the Company has no offsetting net operating losses. 

                PART I -- FINANCIAL INFORMATION

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

     The Company provides regulated medical waste collection, transportation, 
treatment, disposal, reduction, reuse and recycling services to its 
customers, together with related training and education programs and 
consulting services. The Company also sells ancillary supplies and in 
selected geographic service areas transports pharmaceuticals, photographic 
chemicals, lead foil and amalgam for recycling.

THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED 
SEPTEMBER 30, 1996

     REVENUES.  Revenues increased $6,346,000, or 100.5%, to $12,659,000 
during the three months ended September 30, 1997 from $6,313,000 during the 
comparable period in 1996 as the Company continued to implement its strategy 
of focusing on sales to higher-margin alternate care generators while 
simultaneously paring certain higher-revenue but lower-margin accounts with 
core generators. This increase also reflects the inclusion of approximately 
$6,300,000 in revenues from the Environmental Control Company, Inc. ("ECCO") 
acquisition, which was completed in May 1997, the acquisition of the major 
portion of the regulated medical waste business of Waste Management, Inc. 
("WMI"), which was completed in December 1996, the acquisition of WMI's 
regulated medical business in Wisconsin ("WMI-WI"), which was completed in 
June 1997, and the acquisition of the regulated medical waste business of 
Regional Carting, Inc. ("Regional") and Rumpke Container Service, Inc. 
("Rumpke") in New Jersey and Ohio, respectively, which were completed in July 
1997.
 
     COST OF REVENUES.  Cost of revenues increased $3,996,000, or 79.7%, to 
$9,007,000 during the three months ended September 30, 1997 from $5,011,000 
during the comparable period in 1996. The principal reason for the increase 
was higher processing and transportation costs as a result of the ECCO, WMI, 
WMI-WI, Regional and Rumpke acquisitions. Cost of revenues as a percentage of 
revenues decreased to 71.2% during the three months ended September 30, 1997 
from 79.4% during the comparable period in 1996 due to further integration of 
the new acquisitions into the existing transportation infrastructure, 
leveraging existing treatment capacity and general productivity improvements.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased to $3,122,000 for the three months ended 
September 30, 1997 as compared to $1,802,000 for the comparable period in 
1996 due to the WMI and ECCO acquisitions and the continued strengthening of 
the Company's sales and administrative organizations. Selling, general and 
administrative expenses as a percentage of revenues decreased to 24.7% during 
the three months ended September 30, 1997 from 28.5% during the comparable 
period in 1996 primarily 

due to the improved use of existing resources to support growth and 
acquisitions.

     INTEREST EXPENSE AND INTEREST INCOME.  Interest expense increased to 
$121,000 during the three months ended September 30, 1997 from $102,000 
during the comparable period in 1996 primarily due to higher loan balances 
outstanding.  Interest income increased to $131,000 during the three months 
ended September 30, 1997 primarily due to the investment of higher cash 
balances versus the prior year.

     INCOME TAX EXPENSE.  The effective tax rate of 2.0% for the three months 
ended September 30, 1997 reflects the utilization of the Company's net 
operating losses for income tax purposes, offset by alternative minimum 
taxes, and state income taxes in states where the company has no offsetting 
net operating losses.

     NET INCOME.  Net income for the three months ended September 30, 1997 
was a record $529,000, or $0.05 per share, compared to a net loss of $486,000 
or ($0.06) per share during the comparable period in 1996. The increase in 
sales and lower relative costs all contributed to the improved results.

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996

     REVENUES.  Revenues increased $15,545,000, or 86.7%, to $33,475,000 
during the nine months ended September 30, 1997 from $17,930,000 during the 
comparable period in 1996 as the Company continued to focus on sales to 
higher-margin alternate care generators. This increase also reflects 
$15,060,000  of revenues from the inclusion of the WMI, ECCO, WMI-WI, 
Regional and Rumpke acquisitions and two smaller acquisitions completed in 
May 1996. 

     COST OF REVENUES.  Cost of revenues increased $10,913,000, or 76.9%, to 
$25,113,000 during the nine months ended September 30, 1997 from $14,200,000 
during the comparable period in 1996. The principal reason for the increase 
was higher processing and transportation costs as a result of the 
acquisitions. Cost of revenues as a percentage of revenues decreased to 75.0% 
during the nine months ended September 30, 1997 from 79.2% during the 
comparable period in 1996 primarily due to the improved use of existing 
resources to support growth and acquisitions.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased to $7,725,000 for the nine months ended 
September 30, 1997 as compared to $5,118,000 for the comparable period in 
1996. Selling, general and administrative expenses as a percentage of 
revenues decreased to 23.1% during the nine months ended September 30, 1997 
from 28.5% during the comparable period in 1996 primarily due to the improved 
use of existing resources to support acquisitions.

     INTEREST EXPENSE AND INTEREST INCOME.  Interest expense increased to 
$336,000 during the nine months ended September 30, 1997 from $308,000 during 
the comparable period in 1996. This increase was primarily attributable to 
notes payable issued in connection with the WMI and ECCO acquisitions. 
Interest income 

increased to $528,000 during the nine months ended September 30, 1997 from 
$116,000 during the comparable period in 1996, primarily due to the 
investment of higher cash balances.

     INCOME TAX EXPENSE.  The effective tax rate of 2.2% for the nine months 
ended September 30, 1997 reflects the utilization of the Company's net 
operating losses for income tax purposes, offset by alternative minimum 
taxes, and state income taxes in states where the Company has no offsetting 
net operating losses.

     NET INCOME.  Net income for the nine months ended September 30, 1997 was 
$811,000, or $0.08 per share, compared to a net loss of $1,580,000, or 
($0.21) per share, during the comparable period in 1996. The increase in 
sales and lower relative costs all contributed to the improved results.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has been financed principally through the sale of stock to 
investors. Prior to the Company's initial public offering ("IPO"), purchasers 
of stock invested more than $50,137,000 in capital which has been used to 
fund research and development, acquisitions, capital expenditures, ongoing 
operating losses and working capital requirements. The Company's IPO in 
August 1996 raised $31,050,000, excluding offering costs, which has been used 
primarily to fund acquisitions. The Company has also been able to secure 
plant and equipment leasing or financing in connection with some of its 
facilities. These debt facilities are secured by security interests in the 
financed assets. In addition, the Company has available through December 31, 
1997 a $2,500,000 revolving line of credit secured by accounts receivable and 
a secured interest in all other assets of the Company. As of September 30, 
1997 the revolving line of credit was not being used.

     At September 30, 1997, the Company's working capital was $9,498,000 
compared to working capital of $14,617,000 at December 31, 1996. The 
reduction is primarily due to the use of cash balances to complete the 
acquisitions of ECCO, WMI-WI, Regional and Rumpke and higher accrued 
liabilities, partially offset by higher receivables.

     Total assets increased to $63,059,000 at September 30, 1997 compared to 
$55,155,000 at December 31, 1996. The increase of $7,904,000 was due 
primarily to higher receivables and an increase in goodwill resulting from 
acquisitions, partially offset by lower cash balances and short term 
investments used to finance the various acquisitions.

     Net cash PROVIDED by operating activities amounted to $536,000 during 
the nine months ended September 30, 1997 compared to cash USED in operating 
activities of $485,000 for the comparable period in 1996. The improvement in 
cash flow provided by operating activities primarily reflects higher earnings 
and depreciation and amortization partially offset by an increase in working 
capital due to the integration of customers acquired in the WMI, ECCO and 
other smaller acquisitions.
 
     Capital expenditures were $1,124,000 for the nine months 

ended September 30, 1997, compared to $626,000 for the same period in 1996. 
The Company did not open any new treatment facilities during 1996 or 1997. 
The Company may decide to build additional treatment facilities or to 
increase capacity in its existing treatment facilities, which would require 
additional capital expenditures.  In addition, capital requirements for 
transportation equipment will continue to increase as the Company grows.  The 
amount and level of these expenditures cannot currently be determined as they 
will depend upon the nature and extent of the Company's growth and 
acquisition opportunities. The Company currently believes that its cash, cash 
equivalents and short-term investments and cash flow from operations will 
fund its working capital and capital expenditure requirements through 1997.

     Acquisitions and joint ventures, net of cash acquired, amounted to 
$5,704,000 for the nine months ended September 30, 1997 compared to 
$1,068,000 for the comparable period in 1996. The increase is primarily 
attributable to the ECCO, WMI-WI, Regional and Rumpke acquisitions.
 
     Net cash used in financing activities was $1,141,000 during the nine 
months ended September 30, 1997. Net cash provided by financing activities 
was $26,306,000 for the comparable period in 1996. In 1996, the Company 
generated proceeds from the issuance of common stock in the amount of 
$28,479,000 and a $1,000,000 bridge loan from certain shareholders, directors 
and officers. In 1997, the Company paid off $936,000 of notes payable 
primarily related to payoffs on vehicle financing assumed in the ECCO 
acquisition.

     FROM TIME TO TIME THE COMPANY ISSUES FORWARD-LOOKING STATEMENTS RELATING 
TO SUCH THINGS AS ANTICIPATED FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, 
ACQUISITION ACTIVITIES AND SIMILAR MATTERS.

     A VARIETY OF FACTORS COULD CAUSE THE COMPANY'S ACTUAL RESULTS AND 
EXPERIENCE TO DIFFER MATERIALLY FROM THE ANTICIPATED RESULTS OR OTHER 
EXPECTATIONS EXPRESSED IN THE COMPANY'S FORWARD-LOOKING STATEMENTS.  THE 
RISKS AND UNCERTAINTIES THAT MAY AFFECT THE COMPANY'S BUSINESS, FINANCIAL 
CONDITION AND RESULTS OF OPERATION INCLUDE: DIFFICULTIES AND DELAYS IN 
COMPLETING AND INTEGRATING BUSINESS ACQUISITIONS; DELAYS AND DIVERSION OF 
ATTENTION RELATING TO PERMITTING AND OTHER REGULATORY COMPLIANCE; 
DIFFICULTIES AND DELAYS RELATING TO MARKETING AND SALES ACTIVITIES; AND 
GENERAL UNCERTAINTIES ACCOMPANYING THE EXPANSION INTO NEW GEOGRAPHIC SERVICE 
AREAS.

                          PART II -- OTHER INFORMATION

ITEM 6.
    EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     The following exhibits are filed with this Report:

     11   Statement Re: Computation of Per Share Earnings

     27   Financial Data Schedule

(b)  Reports on Form 8-K

     The Company did not file any Current Reports on Form 8-K during the 
quarter ended September 30, 1997.

                                SIGNATURE

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

     Date:
     November 14, 1997.

                                   STERICYCLE, INC.

                                   By /s/ Frank J.M. ten Brink 
                                      -------------------------------
                                   Frank J.M. ten Brink
                                   Vice President, Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

                                                                      EXHIBIT 11

                               STERICYCLE, INC. AND SUBSIDIARIES
                         STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                                          (UNAUDITED)

                                                       For the three months       For the nine months
                                                        ended September 30,       ended September 30,
                                                       ----------------------    ----------------------
                                                          1997        1996          1997         1996   
                                                       ----------   ---------    ----------    --------- 
                                                                                   
Weighted average common shares outstanding . . . . .   10,360,219   7,668,295     9,999,026    6,663,738
Assumed conversion of Safeway note . . . . . . . . .            0      98,001             0       98,001

Net effect of dilutive stock options and 
  warrants based on the treasury stock
  method using the mid-point of the 
  offering price of $9.00 per share until
  the initial public offering on August 23,
  1996. . . . . . . . . . . . . . . . . . . . . . . .           0     436,259             0      640,177

Common stock issuable upon assumed conversion
  of stock options and warrants . . . . . . . . . . .     479,217           0       481,156            0
                                                       ----------   ---------    ----------    --------- 

Total                                                  10,839,436   8,202,555    10,480,182    7,401,916
                                                       ----------   ---------    ----------    --------- 
                                                       ----------   ---------    ----------    --------- 

Net income (loss)                                       $     529   $    (486)   $      811    $  (1,580)
                                                       ----------   ---------    ----------    --------- 
                                                       ----------   ---------    ----------    --------- 

Per share amount                                        $    0.05   $   (0.06)   $     0.08    $   (0.21)
                                                       ----------   ---------    ----------    --------- 
                                                       ----------   ---------    ----------    --------- 

  

 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1997 AND THE CONSOLIDATED
STATEMENTS OF OPERATION FOR THE THREE MONTH PERIOD ENDED AND NINE MONTH
PERIOD ENDED SEPTEMBER 30, 1997 ON PAGES 1 AND 2 OF THIS REPORT, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

                             
                   3-MOS
                          DEC-31-1997
                               SEP-30-1997
                                           7,981
                                     2,335
                                   10,934
                                       236
                                          0
                                22,210
                                          18,327
                                   6,754
                                  63,059
                           12,712
                                          5,458
                                0
                                          0
                                           104
                                      43,557
                    63,059
                                              0
                                12,659
                                                0
                                   12,129
                                     0
                                     0
                                 121
                                    540
                                        11
                                529
                                       0
                                      0
                                            0
                                       529
                                      .05
                                      .05