BROWNING FERRIS INDUSTRIES INC, 424B2, 1994-03-10

BROWNING FERRIS INDUSTRIES INC
424B2, 1994-03-10
REFUSE SYSTEMS

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<PAGE> 1

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 19, 1994

13,500,000 SHARES

<TABLE>
<S> <C> <C>
BROWNING-FERRIS INDUSTRIES, INC.
COMMON STOCK
(PAR VALUE $.16 2/3 PER SHARE)
</TABLE>

---------------------
Of the 13,500,000 shares of Common Stock offered hereby, 10,125,000 shares
are being offered in the United States and 3,375,000 shares are being offered in
a concurrent international offering outside the United States. The initial
public offering price and the aggregate underwriting discount per share will be
identical for both offerings. See "Underwriting."

The last reported sale price of the Common Stock on the New York Stock
Exchange on March 9, 1994, was $29 1/8 per share. The shares trade under the
symbol "BFI." See "Price Range of Common Stock and Dividends."
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT(1) COMPANY(2)
---------------------------------------------------------------
<S> <C> <C> <C>
Per Share......................... $29.00 $1.00 $28.00
Total(3).......................... $391,500,000 $13,500,000 $378,000,000
</TABLE>

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

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(2) Before deducting estimated expenses of $450,000 payable by the Company.
(3) The Company has granted the U.S. Underwriters an option for 30 days to
purchase up to an additional 1,518,750 shares at the initial public offering
price per share, less the underwriting discount, solely to cover
over-allotments. The Company has also granted a 30-day over-allotment option
with respect to an additional 506,250 shares as part of the international
offering. If such options are exercised in full, the total initial public
offering price, underwriting discount and proceeds to the Company will be
$450,225,000, $15,525,000 and $434,700,000, respectively. See
"Underwriting."
---------------------
The shares offered hereby are offered severally by the U.S. Underwriters,
as specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in full or in part. It is expected that
certificates for the shares will be ready for delivery at the offices of
Goldman, Sachs & Co., New York, New York, on or about March 16, 1994.
GOLDMAN, SACHS & CO.
CS FIRST BOSTON
SMITH BARNEY SHEARSON INC.
---------------------
The date of this Prospectus Supplement is March 9, 1994.
<PAGE> 2

IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OR
OTHER SECURITIES OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK
STOCK EXCHANGE, THE CHICAGO STOCK EXCHANGE, THE PACIFIC STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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<PAGE> 3

PROSPECTUS SUPPLEMENT SUMMARY

The following summary is qualified in its entirety by, and shall be read in
conjunction with, the other information appearing elsewhere in this Prospectus
Supplement, in the accompanying Prospectus and in the documents incorporated by
reference therein. Unless otherwise indicated, all share amounts and as adjusted
amounts have been calculated assuming no exercise of the over-allotment options.
The Company's operations are conducted through its subsidiaries and affiliates.
The terms "BFI" and "Company" refer to Browning-Ferris Industries, Inc., a
Delaware corporation, and its subsidiaries and affiliates, unless the context
requires otherwise.

THE COMPANY

The Company is one of the largest publicly-held companies engaged in
providing waste services. The Company collects, transports, treats and/or
processes, recycles and disposes of commercial, residential and municipal solid
waste and industrial wastes. The Company is also involved in resource recovery,
medical waste services, portable restroom services and municipal and commercial
sweeping operations. The Company operates in approximately 430 locations in
North America and approximately 250 locations outside of North America
(including 17 locations of unconsolidated affiliates), and employs approximately
36,000 persons (including approximately 3,000 employees of unconsolidated
affiliates). In addition to operations in the United States, Canada and Puerto
Rico, the Company has operations in Australia, Finland, Germany, Hong Kong,
Italy, Kuwait, the Netherlands, New Zealand, Spain, the United Kingdom and
Venezuela.

The business strategies currently being implemented by BFI management are
designed to:

- Continue expansion of the core businesses domestically and
internationally through an aggressive market development program.

- Capitalize on opportunities resulting from regulatory, legislative,
competitive and economic developments.

- Expand participation and pursue new opportunities in evolving waste
stream business segments.

- Continue to improve both operating efficiencies and management of
costs while effectively allocating resources.

THE OFFERINGS

<TABLE>
<S> <C> <C>
Shares of Common Stock Offered
United States Offering................... 10,125,000
International Offering................... 3,375,000
------------
Total............................ 13,500,000
------------
------------
Common Stock Outstanding
Before the Offerings(1)............... 179,416,971
After the Offerings................... 192,916,971
Use of Proceeds............................ Repayment of indebtedness incurred to acquire a
50% interest in Otto Waste Services, redemption
of the Company's 8 1/2% Sinking Fund Debentures
and repayment of working capital borrowings.
See "Use of Proceeds."
New York Stock Exchange Symbol............. BFI
</TABLE>

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

(1) As of March 9, 1994.

The offering of the 10,125,000 shares of Common Stock initially being
offered in the United States (the "United States Offering") and the offering of
the 3,375,000 shares of Common Stock initially being offered outside the United
States (the "International Offering") are collectively referred to in this
Prospectus Supplement as the "Offerings."

S-3
<PAGE> 4

SUMMARY FINANCIAL DATA

The following is a summary of certain consolidated financial information
regarding the Company for the periods indicated. The selected financial
information set forth below for the years ended September 30, 1989 through 1993
is summarized or prepared from the Company's audited consolidated financial
statements for such periods. The financial information set forth for the three
months ended December 31, 1992 and 1993 is summarized or prepared from the
Company's unaudited consolidated financial statements for such periods, which
have been prepared on a basis substantially consistent with the audited
consolidated financial statements, and reflects, in the opinion of management,
all adjustments (which include only normal recurring adjustments) necessary to a
fair presentation of the financial position and results of operations for such
periods. Operating statement and cash flow data presented for periods prior to
the second quarter of fiscal year 1990 have been restated as a result of the
Company's decision to discontinue its hazardous waste operations in April 1990.
The results for the three months ended December 31, 1993 are not necessarily
indicative of the results for the full year. The data presented below should be
read in conjunction with the Company's consolidated financial statements and the
notes thereto incorporated by reference in the accompanying Prospectus. See
"Incorporation of Certain Documents by Reference" in the accompanying
Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31, YEAR ENDED SEPTEMBER 30,
------------------- -------------------------------------------------------
1993 1992 1993 1992 1991 1990 1989
------- ------- ------- ------- ------- ------- -------
(IN MILLIONS, EXCEPT FOR PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA:
Revenues....................... $ 935 $ 848 $ 3,495 $ 3,287 $ 3,183 $ 2,967 $ 2,491
Income from continuing
operations before special
charges...................... 59 52 214 176 222 298 278
Income from continuing
operations................... 59 52 197 176 65 257 278
Net income (loss).............. 59 52 197 176 65 (45) 263
Income (loss) per common and
common equivalent share --
Income from continuing
operations................. $ .34 $ .31 $ 1.15(1) $ 1.11 $ .42(2) $ 1.68(3) $ 1.84
Net income (loss)............ .34 .31 1.15 1.11 .42 (.29) 1.74
Cash dividends per common share.. .17 .17 .68 .68 .68 .64 .56
CASH FLOW DATA:
Capital Expenditures --
continuing operations........ $ 156 $ 127 $ 606 $ 534 $ 478 $ 441 $ 443
Cash flows from operating
activities................... 141 182 614 577 686 593 528
BALANCE SHEET DATA:
Property and equipment, net.... $ 2,615 $ 2,260 $ 2,516 $ 2,264 $ 2,140 $ 1,988 $ 1,909
Total assets................... 4,382 4,080 4,296 4,068 3,656 3,574 3,017
Senior long-term debt,
excluding current
maturities................... 352 392 334 349 407 448 600
Convertible subordinated
debentures................... 745 745 745 745 745 745 345
Common stockholders' equity.... 1,546 1,430 1,533 1,460 1,114 1,162 1,242
</TABLE>

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

(1) $1.25 per share before a special charge of $.10 per share taken to cover the
estimated expense of reorganizing the Company's regional structure in the
United States.

(2) $1.44 per share before a special charge of $1.02 per share taken to
establish additional landfill closure and post-closure reserves.

(3) $1.94 per share before special charges of $.27 per share taken to provide
primarily for additional landfill market development reserves and in
connection with the settlement of a series of private civil lawsuits.

S-4
<PAGE> 5

THE COMPANY
GENERAL

The business strategies currently being implemented by BFI management are
designed to:

- Continue expansion of the core businesses domestically and
internationally through an aggressive market development program.

- Capitalize on opportunities resulting from regulatory, legislative,
competitive and economic developments.

- Expand participation and pursue new opportunities in evolving waste
stream business segments.

- Continue to improve both operating efficiencies and management of
costs while effectively allocating resources.

The table below reflects the total revenues contributed by the Company's
principal lines of business for the periods indicated.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED DECEMBER
31, YEAR ENDED SEPTEMBER 30,(1)
-------------- -----------------------------
1993 1992(1) 1993 1992 1991
----- ----- ------- ------- -------
<S> <C> <C> <C> <C> <C>
(IN MILLIONS)
NORTH AMERICAN OPERATIONS
Collection Services -- Solid Waste........ $ 570 $ 520 $ 2,138 $ 2,038 $ 2,027
Disposal and Transfer -- Solid Waste...... 199 196 790 757 740
Medical Waste Services.................... 39 35 146 119 97
Recycling Services........................ 71 55 240 175 99
Services Group and Other.................. 21 25 90 114 118
Elimination of Affiliated Companies'
Revenues................................ (86) (81) (339) (304) (279)
----- ----- ------- ------- -------
Total North American Operations........... 814 750 3,065 2,899 2,802
INTERNATIONAL OPERATIONS(2)............... 121 98 430 388 381
----- ----- ------- ------- -------
Total Company................... $ 935 $ 848 $ 3,495 $ 3,287 $ 3,183
----- ----- ------- ------- -------
----- ----- ------- ------- -------
</TABLE>

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

(1) Certain reclassifications have been made in prior years' amounts to conform
to the current year presentation.

(2) Revenues from Canadian operations are excluded from international revenues
and are combined with North American revenues.

SOLID WASTE SERVICES

Collection

BFI collects solid waste in approximately 500 operating locations in 45
states, Australia, Canada, Finland, Germany, Italy, Kuwait, the Netherlands, New
Zealand, Puerto Rico, Spain, the United Kingdom and Venezuela. These operations
provide solid waste collection services for numerous commercial establishments,
industrial plants and governmental and residential units. BFI uses approximately
921,000

S-5
<PAGE> 6

steel containers and approximately 13,000 specially equipped collection trucks
in its waste collection operations.

Transfer and Disposal

BFI operates 94 solid waste transfer stations, 40 of which it owns, where
solid wastes are compacted for transfer to final disposal facilities. Transfer
stations are more conveniently located near residential and commercial
collection routes so that the collection vehicles can discharge their
comparatively low volume solid waste loads for reloading into larger volume
transfer trailers for transportation to disposal facilities. This reduces fuel
and labor costs and minimizes energy use.

Sanitary landfilling is the primary method employed by the Company for
final disposal of the solid waste stream which is not recycled. BFI currently
operates 100 solid waste sanitary landfill sites in North America, 72 of which
are wholly-owned. Four are either owned jointly with others or partially owned
and partially leased; the remainder are leased or operated pursuant to various
agreements. BFI currently operates 51 solid waste sanitary landfill sites in its
international operations (including those operated through unconsolidated
affiliates).

MEDICAL WASTE

The Company is the largest provider of medical waste services in North
America. Approximately 105 of the Company's operating locations provide medical
waste services involving the collection and disposal of infectious and
pathological waste materials from approximately 97,000 customers. In the last
four years, most states have enacted laws regulating medical waste, and the
Company is pursuing related opportunities to provide a needed service. The
Company owns or operates 27 medical waste treatment sites using either
incineration or autoclaving (steam decontamination) technology. One additional
treatment site is in the engineering and construction stage. The Company is
pursuing the development of various healthcare-related markets, including but
not limited to pharmaceutical returns and mail disposal.

RECYCLING

The Company provides recycling collection services for certain materials
streams in approximately 230 of its North American operating locations for
approximately 3.6 million households, including curbside customers. Recycling
continued as the fastest-growing part of the Company's business in fiscal 1993.
The Company's recycling business has 83 recycleries in North America and 38 such
facilities in its international operations. The Company also engages in the
organic materials recycling and/or disposal business and tire recycling
business.

OTHER SERVICES

The Company is also involved in street and parking lot sweeping and the
rental and servicing of portable restroom facilities. During fiscal 1993 and the
first quarter of fiscal 1994, the Company sold a portion of its portable
restroom and sweeping businesses, but has retained most of those operations
located on the southern and western coasts of the United States. These locations
are operated as part of the solid waste regions.

INTERNATIONAL OPERATIONS

The Company is involved in waste collection, processing and/or disposal
operations in approximately 250 locations (including 17 locations of
unconsolidated affiliates) in Australia, Finland, Germany, Italy, Hong Kong,
Kuwait, the Netherlands, New Zealand, Spain, the United Kingdom and Venezuela.

RESOURCE RECOVERY

The Company and Air Products and Chemicals, Inc. jointly market their
combined capabilities to design, build, own and operate facilities that burn
unprocessed solid waste and recover energy and other

S-6
<PAGE> 7

materials under the name American Ref-Fuel CompanyTM ("American Ref-Fuel").
American Ref-Fuel currently operates four facilities and is evaluating a number
of other domestic and international development projects.

CERTAIN LEGAL AND ENVIRONMENTAL MATTERS

The Company is involved in a number of legal, administrative and other
proceedings relating to various matters, including environmental matters. While
the final resolution of any such matter may have an impact on the Company's
consolidated financial results for a particular reporting period, the Company
believes that the ultimate disposition of these matters will not have a
materially adverse effect upon the consolidated financial position of the
Company. For additional information respecting legal and environmental matters,
see the discussion under "Item 3. Legal Proceedings" in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1993, which is
incorporated by reference in the accompanying Prospectus.

RECENT DEVELOPMENTS

On February 3, 1994, the Company acquired from Otto Holding International
B.V. ("Otto Holding") fifty percent of the stock of Otto Waste Services, a
market leader on a national basis in the solid waste services business in
Germany, marking the Company's entry into the German solid waste market. Otto
Waste Services is primarily engaged in providing collection and recycling
services under long-term contracts to municipalities in the third largest
economy in the world. The consolidated annualized revenues of Otto Waste
Services and its subsidiaries are estimated to be approximately $500 million. In
addition, the annualized revenues of Otto Waste Services' unconsolidated
affiliates are estimated to be approximately $65 million. Otto Waste Services
has approximately $300 million of indebtedness and capitalized leases. The
purchase price for the fifty percent interest in Otto Waste Services was
approximately $400 million, including approximately 3.9 million shares of Common
Stock. See "Use of Proceeds."

Changes within the German waste services industry, including consolidation,
government recycling mandates and increased activity in the waste-to-energy
business, have provided, and will continue to provide, Otto Waste Services with
substantial opportunities for rapid growth. In addition, an accelerating trend
towards privatization of waste services is anticipated due to increasing
industry capital requirements and the re-unification of Germany. BFI intends to
pursue vigorously these opportunities through Otto Waste Services over the
coming years.

USE OF PROCEEDS

The net proceeds from the sale of shares of Common Stock offered in the
Offerings are estimated to be approximately $378 million (approximately $434
million if the over-allotment options are exercised in full). The Company will
use approximately $106 million of the net proceeds to redeem its $100 million
8 1/2% Sinking Fund Debentures due 2017. The balance of the proceeds will be
used to repay indebtedness (totalling approximately $338 million at March 9,
1994) associated with the acquisition of the fifty percent interest in Otto
Waste Services and other working capital requirements. Such indebtedness bears
interest at a current weighted average interest rate of 3.3% and is generally
issued for terms of less than 60 days. If the net proceeds exceed the
indebtedness being repaid, the Company will use the balance for general
corporate purposes.

Pending such uses, the proceeds will be used to purchase short-term
investments.

S-7
<PAGE> 8

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Common Stock is listed on the New York, Chicago and Pacific Stock
Exchanges and traded under the symbol "BFI." The Common Stock is also listed on
The International Stock Exchange of the United Kingdom and Republic of Ireland
Ltd. The following table sets forth, for the periods indicated, (i) the high and
low sales prices of the Common Stock as reported on the New York Stock Exchange
Composite Tape, and (ii) the dividends declared on the Common Stock.

<TABLE>
<CAPTION>
PRICE RANGE
-----------------
HIGH LOW DIVIDENDS
------ ------ ----
<S> <C> <C> <C>
Fiscal Year Ended September 30, 1992
First Quarter........................................... 2$2 1/8 1$6 7/8 $.17
Second Quarter.......................................... 25 20 7/8 .17
Third Quarter........................................... 22 3/8 19 1/2 .17
Fourth Quarter.......................................... 25 1/4 21 1/2 .17
Fiscal Year Ended September 30, 1993
First Quarter........................................... 2$7 1/8 2$1 5/8 $.17
Second Quarter.......................................... 28 5/8 25 3/4 .17
Third Quarter........................................... 28 24 .17
Fourth Quarter.......................................... 27 7/8 22 3/8 .17
Fiscal Year Ending September 30, 1994
First Quarter........................................... 2$7 3/8 2$0 7/8 $.17
Second Quarter (through March 9, 1994).................. 30 1/4 25 5/8 .17
</TABLE>

For a recent closing sales price for the Common Stock, as reported on the
New York Stock Exchange, see the cover page of this Prospectus Supplement. As of
March 9, 1994, the approximate number of holders of record of Common Stock was
21,000.

The Company has paid cash dividends on its Common Stock each year since
1950 and intends to continue the payment of dividends, although future dividend
payments will depend upon the Company's level of earnings, financial
requirements and other relevant factors, including dividend restrictions
contained in the Company's debt instruments. The amount available for payment of
dividends on the Common Stock pursuant to the most restrictive of such limits
was approximately $615 million at December 31, 1993, after giving effect to cash
dividends paid or declared through December 31, 1993. See Note 3 of Notes to
Consolidated Financial Statements in the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1993, incorporated by reference in the
accompanying Prospectus.

S-8
<PAGE> 9

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the U.S. Underwriters named below the
("U.S. Underwriters"), and each of such U.S. Underwriters, for whom Goldman,
Sachs & Co., CS First Boston Corporation and Smith Barney Shearson Inc. are
acting as representatives, has severally agreed to purchase from the Company the
respective number of shares of Common Stock set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON
U.S. UNDERWRITER STOCK
--------------------------------------------------------------- -----------
<S> <C>
Goldman, Sachs & Co............................................ 1,710,000
CS First Boston Corporation.................................... 1,710,000
Smith Barney Shearson Inc...................................... 1,710,000
Advest, Inc.................................................... 125,000
Allen & Company Incorporated................................... 125,000
Bear, Stearns & Co. Inc. ...................................... 185,000
Alex. Brown & Sons Incorporated................................ 185,000
The Chicago Corporation........................................ 65,000
Cleary, Gull, Reiland, & McDevitt Inc. ........................ 65,000
Dain Bosworth Incorporated..................................... 125,000
Dean Witter Reynolds Inc. ..................................... 185,000
Dillon, Read & Co. Inc. ....................................... 185,000
Donaldson, Lufkin & Jenrette Securities Corporation............ 185,000
A.G. Edwards & Sons, Inc. ..................................... 185,000
First Analysis Securities Corporation.......................... 65,000
First Southwest Company........................................ 65,000
Janney Montgomery Scott Inc. .................................. 65,000
Edward D. Jones & Co. ......................................... 125,000
Kemper Securities, Inc. ....................................... 185,000
Kidder, Peabody & Co. Incorporated............................. 185,000
C.J. Lawrence/Deutsche Bank Securities Corporation............. 185,000
Legg Mason Wood Walker, Incorporated........................... 125,000
Lehman Brothers Inc. .......................................... 185,000
Mabon Securities Corp. ........................................ 65,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated............. 185,000
Moran & Associates, Inc. Securities Brokerage.................. 65,000
J.P. Morgan Securities Inc. ................................... 185,000
Morgan, Keegan & Company, Incorporated......................... 125,000
Morgan Stanley & Co. Incorporated.............................. 185,000
Oppenheimer & Co., Inc. ....................................... 185,000
PaineWebber Incorporated....................................... 185,000
Parker/Hunter Incorporated..................................... 65,000
The Principal/Eppler, Guerin & Turner, Inc. ................... 125,000
Prudential Securities Incorporated............................. 185,000
RAS Securities Corp. .......................................... 65,000
Rauscher Pierce Refsnes, Inc. ................................. 125,000
Scott & Stringfellow Investment Corporation.................... 65,000
The Seidler Companies Incorporated............................. 65,000
</TABLE>

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<PAGE> 10

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON
U.S. UNDERWRITER STOCK
--------------------------------------------------------------- -----------
<S> <C>
Southwest Securities, Inc. .................................... 65,000
Stifel, Nicolaus & Company, Incorporated....................... 65,000
Sutro & Co. Incorporated....................................... 125,000
Williams MacKay Jordan & Co., Incorporated..................... 65,000
-----------
Total................................................ 10,125,000
-----------
-----------
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.

The U.S. Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus Supplement, and in part to certain securities
dealers at such price less a concession of $.55 per share. The U.S. Underwriters
may allow, and such dealers may reallow, a concession not in excess of $.10 per
share to certain brokers and dealers. After the shares of Common Stock are
released for sale to the public, the offering price and other selling terms may
from time to time be varied by the representatives.

The Company has entered into an underwriting agreement (the "International
Underwriting Agreement") with the underwriters of the International Offering
(the "International Underwriters") providing for the concurrent offer and sale
of 3,375,000 shares of Common Stock in the International Offering outside the
United States. The initial public offering price and aggregate underwriting
discounts and commissions per share for the Offerings are identical. The closing
of the United States Offering is a condition to the closing of the International
Offering, and vice versa. The representatives of the International Underwriters
are Goldman Sachs International, CS First Boston Limited and Smith Barney
Shearson Inc.

Pursuant to an agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between Syndicates") relating to the two Offerings,
each of the U.S. Underwriters named herein has agreed that, as a part of the
distribution of the shares offered hereby and subject to certain exceptions, it
will offer, sell or deliver the shares offered hereby and other shares of Common
Stock, directly or indirectly, only in the United States of America (including
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction (the "United States") and to U.S. persons, which
term shall mean, for purposes of this paragraph: (i) any individual who is a
resident of the United States or (ii) any corporation, partnership or other
entity organized in or under the laws of the United States or any political
subdivision thereof and whose office most directly involved with the purchase is
located in the United States. Each of the International Underwriters has agreed
or will agree pursuant to the Agreement Between Syndicates that, as a part of
the distribution of the shares offered as a part of the International Offering
and subject to certain exceptions, it (i) will not, directly or indirectly,
offer, sell or deliver shares of Common Stock (a) in the United States or to any
U.S. persons or (b) to any person whom it believes intends to reoffer, resell or
deliver the shares in the United States or to any U.S. persons, and (ii) will
cause any dealer to whom it may sell such shares at any concession to agree to
observe a similar restriction.

Pursuant to the Agreement Between Syndicates, sales may be made between the
U.S. Underwriters and the International Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling
concession.

The Company has granted the U.S. Underwriters an option exercisable for 30
calendar days after the date of this Prospectus Supplement to purchase up to an
aggregate of 1,518,750 additional shares of Common Stock to cover
over-allotments, if any, at the initial public offering price less the
underwriting

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<PAGE> 11

discount, as set forth on the cover page of the Prospectus Supplement. If the
U.S. Underwriters exercise their over-allotment option, the U.S. Underwriters
have severally agreed, subject to certain conditions, to purchase approximately
the same percentage thereof that the number of shares to be purchased by each of
them, as shown in the foregoing table, bears to the 10,125,000 shares of Common
Stock offered hereby. The U.S. Underwriters may exercise such option only to
cover over-allotments in connection with the sale of the 10,125,000 shares of
Common Stock offered hereby. The Company has granted the International
Underwriters an option exercisable for 30 calendar days to purchase up to an
aggregate of 506,250 additional shares of Common Stock, solely to cover
over-allotments, if any, at the initial public offering price less the
underwriting discount, as set forth on the cover page of the Prospectus
Supplement.

The Company, its executive officers and directors and Otto Holding have
agreed not to offer, sell, contract to sell or otherwise dispose of any shares
of Common Stock or any rights to purchase or acquire Common Stock without the
prior written consent of the representatives of the Underwriters for a period of
90 days after the date of this Prospectus Supplement, except pursuant to the
conversion of existing convertible securities, the Company's Dividend
Reinvestment Plan, existing employee benefit or stock option plans or the
acquisition of any business or properties in the Company's ongoing acquisition
program and except for the shares of Common Stock offered in connection with the
Offerings.

The Company has agreed to indemnify the several underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.

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<PAGE> 12

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THEY RELATE OR ANY OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary........ S-3
The Company.......................... S-5
Recent Developments.................. S-7
Use of Proceeds...................... S-7
Price Range of Common Stock and
Dividends.......................... S-8
Underwriting......................... S-9
PROSPECTUS
Available Information................ 3
Incorporation of Certain Documents by
Reference.......................... 3
The Company.......................... 4
Application of Proceeds.............. 4
Description of Debt Securities....... 4
Capital Stock........................ 13
Description of Warrants.............. 15
Plan of Distribution................. 16
Legal Opinions....................... 17
Experts.............................. 17
</TABLE>

13,500,000 SHARES
BROWNING-FERRIS
INDUSTRIES, INC.
COMMON STOCK
(PAR VALUE $.16 2/3 PER SHARE)

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

GOLDMAN, SACHS & CO.

CS FIRST BOSTON

SMITH BARNEY SHEARSON INC.

REPRESENTATIVES OF THE
U.S. UNDERWRITERS

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 19, 1994

13,500,000 SHARES

<TABLE>
<S> <C> <C>
BROWNING-FERRIS INDUSTRIES, INC.
COMMON STOCK
(PAR VALUE $.16 2/3 PER SHARE)
</TABLE>

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

Of the 13,500,000 shares of Common Stock offered hereby, 3,375,000 shares
are being offered in an international offering outside the United States and
10,125,000 shares are being offered in a concurrent United States offering. The
initial public offering price and the aggregate underwriting discount per share
will be identical for both offerings. See "Underwriting."

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

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

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

The shares offered hereby are offered severally by the International
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in full or in part. It is expected
that certificates for the shares will be ready for delivery at the offices of
Goldman, Sachs & Co., New York, New York, on or about March 16, 1994.

GOLDMAN SACHS INTERNATIONAL
CS FIRST BOSTON
SMITH BARNEY SHEARSON INC.

ABN AMRO BANK N.V. CAZENOVE & CO.
COMMERZBANK AKTIENGESELLSCHAFT CREDIT LYONNAIS SECURITIES
CREDITO ITALIANO DEUTSCHE BANK
AKTIENGESELLSCHAFT

NATWEST SECURITIES LIMITED NOMURA INTERNATIONAL
SOCIETE GENERALE UBS LIMITED
---------------------

The date of this Prospectus Supplement is March 9, 1994.
<PAGE> 14

S-2
<PAGE> 15

PROSPECTUS SUPPLEMENT SUMMARY

THE COMPANY

The business strategies currently being implemented by BFI management are
designed to:

- Continue expansion of the core businesses domestically and
internationally through an aggressive market development program.

- Capitalize on opportunities resulting from regulatory, legislative,
competitive and economic developments.

- Expand participation and pursue new opportunities in evolving waste
stream business segments.

- Continue to improve both operating efficiencies and management of
costs while effectively allocating resources.

THE OFFERINGS

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

(1) As of March 9, 1994.

S-3
<PAGE> 16

SUMMARY FINANCIAL DATA

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

(1) $1.25 per share before a special charge of $.10 per share taken to cover the
estimated expense of reorganizing the Company's regional structure in the
United States.

(2) $1.44 per share before a special charge of $1.02 per share taken to
establish additional landfill closure and post-closure reserves.

S-4
<PAGE> 17

THE COMPANY
GENERAL

The business strategies currently being implemented by BFI management are
designed to:

- Continue expansion of the core businesses domestically and
internationally through an aggressive market development program.

- Capitalize on opportunities resulting from regulatory, legislative,
competitive and economic developments.

- Expand participation and pursue new opportunities in evolving waste
stream business segments.

- Continue to improve both operating efficiencies and management of
costs while effectively allocating resources.

The table below reflects the total revenues contributed by the Company's
principal lines of business for the periods indicated.

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

(1) Certain reclassifications have been made in prior years' amounts to conform
to the current year presentation.

(2) Revenues from Canadian operations are excluded from international revenues
and are combined with North American revenues.

SOLID WASTE SERVICES

Collection

S-5
<PAGE> 18

steel containers and approximately 13,000 specially equipped collection trucks
in its waste collection operations.

Transfer and Disposal

MEDICAL WASTE

RECYCLING

OTHER SERVICES

INTERNATIONAL OPERATIONS

RESOURCE RECOVERY

The Company and Air Products and Chemicals, Inc. jointly market their
combined capabilities to design, build, own and operate facilities that burn
unprocessed solid waste and recover energy and other

S-6
<PAGE> 19

CERTAIN LEGAL AND ENVIRONMENTAL MATTERS

RECENT DEVELOPMENTS

USE OF PROCEEDS

Pending such uses, the proceeds will be used to purchase short-term
investments.

S-7
<PAGE> 20

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

S-8
<PAGE> 21

CERTAIN UNITED STATES TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS

The following is a discussion of certain United States federal income and
estate tax consequences of the ownership and disposition of the Common Stock by
a Non-United States Holder of such Common Stock. For the purpose of this
discussion, a "Non-United States Holder" is any person who is, for United States
federal income tax purposes, a foreign corporation, a nonresident alien
individual, a foreign partnership or a foreign estate or trust. This discussion
does not address all aspects of United States income and estate taxation and
does not deal with foreign, state and local tax consequences that may be
relevant to Non-United States Holders in light of their particular
circumstances. Furthermore, the following discussion is based on current
provisions of the United States Internal Revenue Code of 1986, as amended (the
"Code"), existing and proposed regulations promulgated thereunder, and
administrative and judicial interpretations as of the date hereof, all of which
are subject to change, possibly on a retroactive basis. Prospective foreign
investors are urged to consult their tax advisors regarding the United States
federal, state, local and non-United States income and other tax consequences of
owning and disposing of Common Stock.

DIVIDENDS

The Company currently pays a quarterly dividend of $.17 on shares of Common
Stock. See "Price Range of Common Stock and Dividends." Such dividends paid to a
Non-United States Holder of Common Stock generally will be subject to United
States withholding tax at a rate of 30% of the gross amount of the dividend, or
such lower rate as may be specified by an applicable income tax treaty, unless
the dividends are effectively connected with the conduct of a trade or business
of the Non-United States Holder within the United States. Dividends received by
a Non-United States Holder that are effectively connected with a United States
trade or business conducted by such Non-United States Holder are exempt from
such withholding tax. However, such effectively connected dividends, net of
certain deductions, are taxed at the same graduated rates applicable to United
States persons. However, if such effectively connected dividends are not
attributable to or effectively connected with a permanent establishment of the
Non-United States Holder in the United States (or in some cases, if such
Non-United States Holder does not have a permanent establishment in the United
States), the gross amount of the dividends may be taxed at such lower rates as
may be specified by an applicable income tax treaty.

In addition to the graduated tax described above, the after-tax amount of
dividends received by a corporate Non-United States Holder that are effectively
connected with a United States trade or business of the corporate Non-United
States Holder may also be subject to a branch profits tax at a rate of 30%.
However, an applicable income tax treaty may eliminate, alter the calculation
of, or reduce the rate of, the branch profits tax.

Under current United States Treasury regulations, dividends paid to an
address outside the United States are presumed to be paid to a resident of such
country for purposes of the withholding discussed above and, under the current
United States Internal Revenue Service ("IRS") position, for purposes of
determining the applicability of a tax treaty rate. However, under proposed
United States Treasury regulations not currently in effect, a Non-United States
Holder of Common Stock who wishes to claim the benefit of an applicable treaty
rate would be required to satisfy applicable certification and other
requirements, including providing the holder's name and address. A Non-United
States Holder may claim exemption from withholding under the effectively
connected income exception by filing Form 4224 (or a similar statement) with the
Company or its paying agent.

A Non-United States Holder of Common Stock eligible for a reduced rate of
United States withholding tax pursuant to a tax treaty may apply for a refund of
any excess amounts withheld by filing an appropriate claim for refund with the
IRS.

SALE OF COMMON STOCK

A Non-United States Holder generally will not be subject to United States
federal income tax on any gain realized upon the sale or other disposition of
the Common Stock unless (i) such gain is effectively

S-9
<PAGE> 22

connected with a United States trade or business of the Non-United States Holder
(or, if an applicable income tax treaty so provides, such gain is attributable
to or effectively connected with a permanent establishment of the Non-United
States Holder in the United States), (ii) the Non-United States Holder is an
individual who is present in the United States for a period or periods
aggregating 183 days or more (as calculated under the Code) during the
individual's taxable year in which such sale occurs, and either (a) such
individual's "tax home," within the meaning of Section 911(d)(3) of the Code, is
in the United States or (b) the gain is attributable to an office or other fixed
place of business maintained in the United States by such individual, or (iii)
the Company is or has been a "United States real property holding corporation"
for federal income tax purposes as discussed under "Foreign Investment in United
States Real Property Tax Act" below. Non-United States Holders who would be
subject to United States federal income tax with respect to gain recognized on a
sale or other disposition of Common Stock should consult applicable treaties,
which may provide for different rules.

FOREIGN INVESTMENT IN UNITED STATES REAL PROPERTY TAX ACT

A foreign person who disposes of a United States real property interest is
generally required to recognize gain or loss under Section 897 of the Code. A
United States real property interest includes stock in a United States real
property holding corporation (within the meaning of Section 897(c)(2) of the
Code). Where, however, a class of stock is regularly traded on an established
securities market, shares of such class will constitute a United States real
property interest only with respect to a foreign person who holds or held
(during the five-year period preceding a disposition of such shares), directly
or indirectly, more than 5% of such class of stock. Also, where a class of stock
is so regularly traded, the provisions of Section 1445 of the Code requiring
withholding of tax on the sale of an interest in a United States real property
holding corporation do not apply.

Although the Company has not determined whether in fact it is a United
States real property holding corporation, management of the Company believes
that the Company may be such a corporation. If the Company is a United States
real property holding corporation, a Non-United States Holder of the Common
Stock who sells or exchanges all or any portion of his shares thereof will
generally be subject to tax under Section 897 of the Code if either (a) the
Common Stock is not regularly traded on the New York Stock Exchange or another
established securities market at any time during the year of such sale or
exchange or (b) the Non-United States Holder owns at the time of disposition or
owned during the preceding five-year period, directly or indirectly, more than
5% of the Common Stock.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Under Treasury regulations, the Company must report annually to the IRS and
to each Non-United States Holder the amount of dividends paid to such holder and
the tax withheld with respect to such dividends. These information reporting
requirements apply even if withholding was not required because the dividends
were effectively connected with a trade or business of the Non-United States
Holder in the United States or withholding was reduced by an applicable income
tax treaty. Copies of the information returns reporting such dividends and
withholding may also be made available to the tax authorities in the country in
which the Non-United States Holder resides under the provisions of an applicable
income tax treaty or exchange of information treaty.

Backup withholding (which generally is imposed at the rate of 31% on
certain payments made to persons who fail to furnish certain information
required under the United States information reporting requirements) will
generally not apply to dividends paid to Non-United States Holders at an address
outside the United States unless the payor has knowledge that the payee is a
United States person. Backup withholding and information reporting generally
will apply to dividends paid to addresses inside the United States on shares of
Common Stock to beneficial owners that are not "exempt recipients" and that fail
to provide in the manner required certain identifying information.

As a general matter, backup withholding and information reporting will not
apply to a payment of the proceeds of a sale of Common Stock by or through a
foreign office of a foreign broker. Information

S-10
<PAGE> 23

reporting requirements (but not backup withholding) will apply, however, to a
payment of the proceeds of a sale of Common Stock by or through a foreign office
of a foreign broker that derives 50% or more of its gross income for certain
periods from the conduct of a trade or business in the United States, or that is
a "controlled foreign corporation" (generally, a foreign corporation controlled
by United States shareholders) with respect to the United States, unless the
broker has documentary evidence in its records that the holder is a Non-United
States Holder and certain other conditions are met, or the holder otherwise
establishes an exemption. Payment by a United States office of a broker of the
proceeds of a sale of Common Stock is subject to both backup withholding and
information reporting unless the holder certifies under penalties of perjury
that it is a Non-United States Holder, or otherwise establishes an exemption.

Amounts withheld under the backup withholding rules do not constitute a
separate United States federal income tax. Rather, any amounts withheld under
the backup withholding rules will be allowed as a refund or credit against such
holder's United States federal income tax liability, provided the required
information is furnished to the IRS.

These backup withholding and information reporting rules are under review
by the United States Treasury, and their application to the Common Stock could
be changed prospectively by future regulations.

ESTATE TAX

Common Stock owned, or treated as owned, by an individual who, at the time
of his death, is neither a citizen of nor domiciled in the United States will be
included in such holder's gross estate for United States federal estate tax
purposes, unless an applicable estate tax treaty provides otherwise.

UNDERWRITING

Subject to the terms and conditions of the International Underwriting
Agreement, the Company has agreed to sell to each of the International
Underwriters named below (the "International Underwriters"), and each of such
International Underwriters, for whom Goldman Sachs International, CS First
Boston Limited and Smith Barney Shearson Inc. are acting as representatives, has
severally agreed to purchase from the Company the respective number of shares of
Common Stock set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON
INTERNATIONAL UNDERWRITER STOCK
---------------------------------------------------------------- ---------
<S> <C>
Goldman Sachs International..................................... 882,000
CS First Boston Limited......................................... 880,875
Smith Barney Shearson Inc. ..................................... 880,875
ABN AMRO Bank N.V............................................... 73,125
Cazenove & Co. ................................................. 73,125
Commerzbank Aktiengesellschaft.................................. 73,125
Credit Lyonnais Securities...................................... 73,125
Credito Italiano S.A. .......................................... 73,125
Deutsche Bank Aktiengesellschaft................................ 73,125
NatWest Securities Limited...................................... 73,125
Nomura International plc........................................ 73,125
Societe Generale................................................ 73,125
UBS Limited..................................................... 73,125
---------
Total................................................. 3,375,000
---------
---------
</TABLE>

Under the terms and conditions of the International Underwriting Agreement,
the International Underwriters are committed to take and pay for all of the
shares offered hereby, if any are taken.

S-11
<PAGE> 24

The International Underwriters propose to offer the shares of Common Stock
in part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus Supplement, and in part to certain securities
dealers at such price less a concession of $.55 per share. The International
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $.10 per share to certain brokers and dealers. After the shares of Common
Stock are released for sale to the public, the offering price and other selling
terms may from time to time be varied by the representatives.

The Company has entered into an underwriting agreement (the "U.S.
Underwriting Agreement") with the underwriters of the United States Offering
(the "U.S. Underwriters") providing for the concurrent offer and sale of
10,125,000 shares of Common Stock in the United States. The initial public
offering price and aggregate underwriting discounts and commissions per share
for the Offerings are identical. The closing of the International Offering is a
condition to the closing of the United States Offering, and vice versa. The
representatives of the U.S. Underwriters are Goldman, Sachs & Co., CS First
Boston Corporation and Smith Barney Shearson Inc.

Pursuant to an agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between Syndicates") relating to the Offerings, each
of the International Underwriters named herein has agreed that, as a part of the
distribution of the shares offered hereby and subject to certain exceptions, it
will (i) not, directly or indirectly, offer, sell or deliver shares of Common
Stock (a) in the United States or to any U.S. persons (as defined below) or (b)
to any person whom it believes intends to reoffer, resell or deliver the shares
in the United States or to any U.S. persons, and (ii) cause any dealer to whom
it may sell such shares at any concession to agree to observe a similar
restriction. Each of the U.S. Underwriters has agreed pursuant to the Agreement
Between Syndicates that, as a part of the distribution of the shares offered as
a part of the United States Offering, and subject to certain exceptions, it will
offer, sell or deliver shares offered hereby and other shares of Common Stock,
directly or indirectly, only in the United States of America (including the
District of Columbia), its territories, possessions and other areas subject to
its jurisdiction (the "United States") and to U.S. persons, which term shall
mean (a) any individual who is a resident of the United States or (b) any
corporation, partnership or other entity organized in or under the laws of the
United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States.

Pursuant to the Agreement Between Syndicates, sales may be made between the
International Underwriters and the U.S. Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling
concession.

The Company has granted the International Underwriters an option
exercisable for 30 calendar days after the date of this Prospectus Supplement to
purchase up to an aggregate of 506,250 additional shares of Common Stock to
cover over-allotments, if any, at the initial public offering price less the
underwriting discount, as set forth on the cover page of this Prospectus
Supplement. If the International Underwriters exercise their over-allotment
option, the International Underwriters have severally agreed, subject to certain
conditions, to purchase approximately the same percentage thereof that the
number of shares to be purchased by each of them, as shown in the foregoing
table, bears to the 3,375,000 shares of Common Stock offered hereby. The
International Underwriters may exercise such option only to cover
over-allotments in connection with the sale of the 3,375,000 shares of Common
Stock offered hereby. The Company has granted the U.S. Underwriters an option
exercisable for 30 calendar days to purchase up to an aggregate of 1,518,750
additional shares of Common Stock solely to cover over-allotments, if any, at
the initial public offering price less the underwriting discount, as set forth
on the cover page of this Prospectus Supplement.

S-12
<PAGE> 25

option plans or the acquisition of any business or properties in the Company's
ongoing acquisition program and except for the shares of Common Stock offered in
connection with the Offerings.

Each International Underwriter has agreed that (i) it has not offered or
sold, and it will not offer or sell, directly or indirectly, any shares of
Common Stock in Great Britain except in circumstances which do not constitute an
offer to the public within the meaning of the Companies Act 1985 of Great
Britain and (ii) it has complied with all applicable provisions of the Financial
Services Act 1986 with respect to anything done by it in relation to the Common
Stock in, from or otherwise involving the United Kingdom and, furthermore, it
has only issued or passed on and will only issue or pass on to any person in the
United Kingdom any document received by it in connection with the issue of
Common Stock if that person is of the kind who falls within Article 9(3) of the
Financial Services Act 1986 (Investment Advertisement) (Exemptions) Order 1988
(as amended).

Purchasers of the shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practices of the country of
purchase in addition to the offering price set forth on the cover page hereof.

The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.

S-13
<PAGE> 26

IN THIS PROSPECTUS SUPPLEMENT, REFERENCES TO "DOLLARS" AND "$" ARE TO UNITED
STATES DOLLARS.
---------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary......... S-3
The Company........................... S-5
Recent Developments................... S-7
Use of Proceeds....................... S-7
Price Range of Common Stock and
Dividends........................... S-8
Certain United States Tax Consequences
to Non-United States Holders........ S-9
Underwriting.......................... S-11
PROSPECTUS
Available Information................. 3
Incorporation of Certain Documents by
Reference........................... 3
The Company........................... 4
Application of Proceeds............... 4
Description of Debt Securities........ 4
Capital Stock......................... 13
Description of Warrants............... 15
Plan of Distribution.................. 16
Legal Opinions........................ 17
Experts............................... 17
</TABLE>

13,500,000 SHARES
BROWNING-FERRIS
INDUSTRIES, INC.
COMMON STOCK
(PAR VALUE $.16 2/3 PER SHARE)

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

GOLDMAN SACHS INTERNATIONAL

CS FIRST BOSTON

SMITH BARNEY SHEARSON INC.

REPRESENTATIVES OF THE UNDERWRITERS