USA WASTE SERVICES INC, S-4, 1997-08-04

USA WASTE SERVICES INC
S-4, 1997-08-04
REFUSE SYSTEMS

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1997
REGISTRATION NO. 333-

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------

FORM S-4

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------

USA WASTE SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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<S> <C> <C>
DELAWARE 4953 73-1309529
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

1001 Fannin Street
Suite 4000
Houston, Texas 77002
(713) 512-6200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Gregory T. Sangalis
USA Waste Services, Inc.
1001 Fannin Street
Suite 4000
Houston, Texas 77002
(713) 512-6200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copy to:

Marcus A. Watts
Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
3400 Texas Commerce Tower
Houston, Texas 77002
(713) 226-1200

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

CALCULATION OF REGISTRATION FEE
================================================================================
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<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share price fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 20,000,000 shares $ 40.03125(1) $800,625,000 $242,613.63
$.01 par value
===========================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(c) on the basis of the average
high and low prices for Common Stock on the New York Stock Exchange
on August 1, 1997.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SUCH SECTION 8(A)
MAY DETERMINE.
================================================================================
<PAGE> 2
SUBJECT TO COMPLETION, AUGUST 4, 1997
PROSPECTUS

20,000,000 SHARES

USA WASTE SERVICES, INC.

COMMON STOCK

This Prospectus covers 20,000,000 shares (the "Shares") of the Common
Stock, $.01 par value ("Common Stock"), of USA Waste Services, Inc., a Delaware
corporation (the "Company" or "USA Waste"), that may be offered and issued by
the Company from time to time in connection with the acquisition directly or
indirectly by the Company of other businesses or properties or interests
therein, and which may be reserved for issuance pursuant to, or offered and
issued upon exercise or conversion of, warrants, options, convertible notes, or
other similar instruments issued by the Company from time to time in connection
with any such acquisitions.

It is expected that the specific terms of any acquisition involving the
issuance of securities covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the businesses or
properties or interests therein to be acquired by the Company, and that the
shares of Common Stock issued will be valued at prices reasonably related to
market prices current either at the time the terms of the acquisition are
agreed upon or at or about the time of delivery of shares. No underwriting
discounts or commissions will be paid, although finder's fees may be paid from
time to time with respect to specific acquisitions. Any person receiving any
such fees may be deemed to be an underwriter within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").

With the consent of the Company, this Prospectus may also be used by
persons who have received or will receive shares of Common Stock covered by
this Prospectus and who may wish to sell such shares under circumstances
requiring or making desirable its use. See "Outstanding Securities Covered by
this Prospectus" for information relating to resales pursuant to this
Prospectus of shares of Common Stock issued under this Registration Statement.

At August 1, 1997, the Company had 161,763,223 shares of Common Stock
outstanding. These shares are listed on the New York Stock Exchange, Inc.
("NYSE"). Application will be made to list the Shares offered hereby on the
NYSE to the extent that they have not been previously listed. On August 1,
1997, the closing price of the Common Stock on the NYSE was $39.875 per share as
published in The Wall Street Journal.

All expenses of this offering will be paid by the Company. The Company is
a Delaware corporation and all references herein to the "Company" or "USA
Waste" refer to the Company and its subsidiaries, affiliates and predecessors,
unless the context requires otherwise. The executive offices of the Company are
located at 1001 Fannin Street, Suite 4000, Houston, Texas 77002. The telephone
number is (713) 512-6200.

SEE "RISK FACTORS" ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK.

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

The date of this Prospectus is , 1997

<PAGE> 3
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offering contained herein, and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Stockholder (as defined below). This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby to any person to whom it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor
any sale hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof.

TABLE OF CONTENTS

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Available Information . . . . . . . . . . . . 2 Risk Factors . . . . . . . . . . . . . . . . . 5
Incorporation of Certain Information Use of Proceeds . . . . . . . . . . . . . . . . 6
by Reference . . . . . . . . . . . . . . . . 3 Description of Capital Stock . . . . . . . . . 7
Outstanding Securities Covered by this Price Range of Common Stock and Dividends . . . 9
Prospectus . . . . . . . . . . . . . . . . . 3 Manner of Offering by Selling Stockholders . . 9
The Company . . . . . . . . . . . . . . . . . . 4 Legal Matters . . . . . . . . . . . . . . . . 11
Recent Developments . . . . . . . . . . . . . . 4 Experts . . . . . . . . . . . . . . . . . . . 11

</TABLE>

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy and
information statements, and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following regional offices of the Commission: New York
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048
and Chicago Regional Office, Citicorp Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. The Commission maintains an
Internet web site that contains reports, proxy and information statements, and
other information regarding registrants that file electronically with the
Commission (http://www.sec.gov). In addition, the Company's securities are
listed on the New York Stock Exchange, Inc. (the "NYSE") and reports, proxy and
information statements, and other information concerning the Company described
above may be inspected at the offices of the NYSE at 20 Broad Street, New York,
New York 10005.

This Prospectus constitutes part of a Registration Statement on Form S-4
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act.
This Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement for
further information with respect to the Company and the Common Stock offered
hereby. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance
reference is made to the copy of such document as filed. Each such statement
is qualified in its entirety by such reference. The Registration Statement,
including exhibits and schedules thereto, may be inspected without charge at
the offices of the Commission, and copies of such materials may be obtained
therefrom at prescribed rates.

2
<PAGE> 4
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
THE CORPORATE SECRETARY, USA WASTE SERVICES, INC., FIRST CITY TOWER, 1001 FANNIN
STREET, SUITE 4000, HOUSTON, TEXAS 77002, TELEPHONE NUMBER (713) 512-6200. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
A DATE THAT IS AT LEAST FIVE DAYS PRIOR TO THE DATE ON WHICH THE FINAL
INVESTMENT DECISION MUST BE MADE.

The following documents filed by the Company with the Commission under the
Exchange Act (File No. 1-12154) and the Securities Act are incorporated by
reference in this Prospectus: (1) its Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 as amended by its Annual Report on Form 10-K/A
(Amendment No. 1) filed April 30, 1997, (2) its Quarterly Report on Form 10-Q
for the three months ended March 31, 1997, (3) its Current Reports on Form 8-K
filed January 13, 1997, January 24, 1997, February 6, 1997, February 7, 1997,
March 27, 1997 (as amended by its Current Reports on Form 8-K/A filed April 15,
1997, and July 23, 1997) and April 17, 1997, (4) its Joint Proxy Statement and
Prospectus, which is part of the Company's Registration Statement on Form S-4
(Registration No. 333-31979) filed on July 24, 1997, as amended by Form S-4/A
filed on July 24, 1997; and (5) the description of Common Stock contained in the
Company's Registration Statement on Form 8-A dated July 1, 1993, as amended by
Form 8-B dated July 13, 1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of filing of the Company's
Annual Report on Form 10-K referred to above and prior to the termination of
the offering described herein shall be deemed to be incorporated by reference
and to be a part of this Prospectus from the date of filing of such documents.
All information appearing in this Prospectus is qualified in its entirety by
the information and financial statements (including the notes thereto)
appearing in the documents incorporated by reference.

Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for all purposes to the extent
that a statement contained in this Prospectus, or in any other subsequently
filed document that is also incorporated by reference, modifies or replaces
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, on written or oral request of such person, a copy
(without exhibits) of any and all information incorporated by reference in this
Prospectus. Requests for such copies should be directed to the Corporate
Secretary, USA Waste Services, Inc., (i) if by telephone to (713) 512-6200 and
(ii) if by mail to USA Waste Services, Inc., 1001 Fannin Street, Suite 4000,
Houston, Texas 77002.

OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS

This Prospectus, as appropriately amended or supplemented, may, with the
prior consent of the Company, be used from time to time by persons who have
received Shares covered by the Registration Statement in acquisitions of
businesses or properties or interests therein by the Company, or their
transferees, and who wish to offer and sell such Shares (such persons are
herein referred to as the "Selling Stockholders" or a "Selling Stockholder") in
transactions in which they and any broker dealer through whom such Shares are
sold may be deemed to be underwriters within the meaning of the Securities Act,
as more fully described herein. The Company may consent to the use of this
Prospectus for a limited period of time by the Selling Stockholders, subject to
limitations and conditions that may be varied by agreement between the Company
and the Selling Stockholders. Resales of such shares may be made on the NYSE,
in the over-the-counter market, in private transactions, or pursuant to
underwriting agreements. See "Manner of Offering by Selling Stockholders."

The Company will receive none of the proceeds from any such sales. Any
commissions paid or concessions allowed to any broker-dealer, and, if any
broker-dealer purchases such Shares as principal, any profits received on the
resale of such Shares, may be deemed to be underwriting discounts and
commissions under the Securities Act. Printing, certain legal, filing and
other similar expenses of this offering will be paid by the Company. Selling
Stockholders will bear all other expenses of this offering, including brokerage
fees, any underwriting discounts or commissions.

Selling Stockholders may also offer shares of Common Stock issued in past
and future acquisitions by means of prospectuses under other available
registration statements or pursuant to exemptions from the registration
requirements of the Securities Act, including sales which meet the requirements
of Rule 145(d) under the Securities Act, and Selling Stockholders should seek
the advice of their own counsel with respect to the legal requirements for such
sales.

<PAGE> 5
There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of any of the Shares by Selling
Stockholders. See "Manner of Offering by Selling Stockholders."

THE COMPANY

USA Waste is the third largest integrated nonhazardous solid waste
management company in North America, as measured by 1996 revenues, and serves
municipal, commercial, industrial and residential customers in 35 states in the
United States, Canada, Puerto Rico and Mexico. USA Waste's solid waste
management services include collection, transfer and disposal operations and, to
a lesser extent, recycling and certain other waste management services. USA
Waste owns or operates 121 landfills, 83 transfer stations and 243 collection
companies and serves more than two million municipal, commercial, industrial and
residential customers. The principal executive offices of USA Waste are located
at 1001 Fannin Street, Suite 4000, Houston, Texas 77002 and the telephone number
is (713) 512-6200. The "Company" and "USA Waste" refer to USA Waste Services,
Inc. and its subsidiaries and predecessors, unless otherwise indicated or the
context requires otherwise.

The Company intends to continue to capitalize on the consolidation in the
solid waste management industry. Key elements of the Company's strategy
include (i) increasing productivity and operating efficiencies in existing and
acquired operations, (ii) increasing revenues and enhancing profitability
through tuck-in acquisitions and (iii) expanding into new markets through
acquisitions. The Company seeks to become the low cost operator in each of its
markets by increasing productivity and operating efficiencies through
implementation of uniform administrative systems, consolidation of collection
routes, improvement of equipment utilization, and increases in employee
productivity through incentive compensation and training programs. The Company
regularly pursues opportunities to expand its services through the acquisition
of additional solid waste management businesses and operations that can be
effectively integrated with the Company's existing operations, and pursues
acquisitions in new markets where the Company believes it can strengthen its
overall competitive position as a national provider of integrated solid waste
management services.

Additional information concerning the Company's business, assets,
management, results of operations, and other matters is included in the
Company's reports filed under the Exchange Act and the Securities Act that are
incorporated by reference in this Prospectus, including the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, as amended by its
Annual Report on Form 10-K/A (Amendment No. 1) filed April 30, 1997, and the
Joint Proxy Statement and Prospectus dated July 24, 1997. See "Incorporation of
Certain Information by Reference."

RECENT DEVELOPMENTS

USA Waste has entered into a definitive merger agreement with United Waste
Systems, Inc. ("United"). United is the sixth largest provider of integrated,
nonhazardous solid waste management services in the United States, as measured
by 1996 revenues. United owns or operates 39 landfills, 80 collection companies
and 78 transfer stations, and serves approximately 950,000 customers in 24
states. A Joint Proxy Statement and Prospectus has been distributed to
stockholders of both USA Waste and United for their approval of the merger, and
the merger is expected to close in the third quarter of 1997.

4
<PAGE> 6
RISK FACTORS

In addition to the other information set forth in this Prospectus, the
following factors should be considered by prospective investors when evaluating
an investment in the Common Stock of the Company.

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

When used or incorporated by reference in this Prospectus, the words
"anticipate," "estimate," "project" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks, uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected.

Among the key factors that have a direct bearing on the Company's ability
to attain its goals are the level and nature of competition from other waste
companies, evaluation of the current regulatory environment and the costs
associated with such regulations, the availability of attractive acquisition
opportunities, successful integration of acquired businesses, improvement of
operating efficiencies, availability of working capital, ability to maintain
margins and the management of costs in a changing regulatory environment. The
Company has also made certain assumptions relating to the outcome of various
commercial, legal and regulatory proceedings relating to the Company's
operations and the industry generally. These and other risk factors are
discussed below.

NO ASSURANCE OF SUCCESSFUL MANAGEMENT AND MAINTENANCE OF GROWTH

The Company has experienced rapid growth, primarily through acquisitions.
The Company's financial results and prospects depend in large part on its
ability to successfully manage and improve the operating efficiencies and
productivity of these acquired operations. In particular, there can be no
assurance that the Company will be able to successfully integrate the operations
of United if the proposed merger with United is consummated. See "Recent
Developments." Whether the anticipated benefits of the acquired operations are
ultimately achieved will depend on a number of factors, including the ability of
the Company to achieve administrative cost savings, rationalization of
collection routes, geographic and other efficiencies resulting from access to
more landfills, insurance and bonding cost reductions, lower cost of capital and
general economies of scale and the ability of the Company to retain municipal
contracts and generally to capitalize on its combined asset base and strategic
position.

Moreover, the ability of USA Waste to continue to grow will depend on a
number of factors, including competition from other waste management companies,
availability of satisfactory acquisition opportunities, availability of
capital, ability to maintain margins and the management of costs in a changing
regulatory environment. There can be no assurance that USA Waste will be able
to continue to expand and successfully manage its growth.

RISKS ASSOCIATED WITH ACQUISITIONS, INCLUDING LEGAL MATTERS AND POTENTIAL
DILUTION OF OWNERSHIP INTERESTS OF EXISTING STOCKHOLDERS.

USA Waste regularly pursues opportunities to expand through acquisitions.
USA Waste plans to continue to seek acquisitions that complement its services,
broaden its customer base and improve its operating efficiencies. USA Waste's
acquisition strategy involves certain potential risks associated with assessing,
acquiring and integrating the operations of acquired companies and potential
risks associated with pre-existing liabilities of acquired companies. Among
the risks associated with acquisitions is the risk that the acquired company has
engaged in or is alleged to have engaged in conduct prior to the date of
acquisition that becomes the subject of civil or criminal legal action after
such date. Although USA Waste generally has been successful in implementing its
acquisition strategy, there can be no assurance that attractive acquisition
opportunities will continue to be available, that USA Waste will have access to
the capital required to finance potential acquisitions on satisfactory terms, or
that any businesses acquired will prove profitable. Future acquisitions may
result in the incurrence of additional indebtedness or the issuance of
additional equity securities which could dilute the ownership interests of
existing stockholders.

INTERNATIONAL EXPANSION

A significant portion of USA Waste's operations are conducted in Canada.
USA Waste's operations in foreign countries, including Canada, generally are
subject to a number of risks inherent in any business operating in foreign
countries, including political, social and economic instability, general
strikes, nationalization of assets, currency restrictions and exchange rate
fluctuations, nullification, modification or renegotiation of contracts, and
governmental regulation, all of which are beyond the control of USA Waste. No
prediction can be made as to how existing or future foreign governmental
regulations in any jurisdiction may affect USA Waste in particular or the solid
waste management industry in general.

NEED FOR CAPITAL; DEBT FINANCING

USA Waste expects to require additional capital from time to time to
pursue its acquisition strategy and to fund internal growth. A portion of the
Company's future capital requirements may be provided through future debt
incurrences or issuances of equity securities. There can be no assurance that
USA Waste will be successful in obtaining additional capital through such debt
incurrences or issuances of additional equity securities.

USA Waste has historically used variable rate debt under revolving bank
credit arrangements as one method of financing its rapid growth. Although recent
financings by USA Waste have reduced the amount of variable rate debt currently
outstanding, USA Waste intends to continue to use variable rate debt together
with fixed rate financings. To the extent that variable interest rates tend to
fluctuate as general interest rates change, an increase in interest rates could
have an adverse effect on the Company's earnings in the future.

PROFITABILITY MAY BE AFFECTED BY FACTORS BEYOND USA WASTE'S CONTROL, INCLUDING
COMPETITION

The waste management industry is highly competitive and requires
substantial capital resources. The industry consists of several large national
waste management companies as well as numerous local and regional companies of
varying sizes and financial resources. USA Waste competes with numerous waste
management companies, some of which have significantly larger operations and
greater resources than USA Waste. USA Waste also competes with those counties
and municipalities that maintain their own waste collection and disposal
operations. These counties and municipalities may have financial advantages due
to the availability to them of tax revenues and tax exempt financing. In
addition, competitors may reduce the price of their services in an effort to
expand sales volume or to win competitively bid municipal contracts.
Profitability may also be affected by the increasing national emphasis on
recycling, composting, incineration, and other waste reduction programs that
could reduce the volume of solid waste collected or deposited in landfills.

CAPITALIZED EXPENDITURES

In accordance with generally accepted accounting principles, USA Waste
capitalizes certain expenditures and advances relating to its acquisitions,
pending acquisitions and landfill development and expansion projects. Indirect
acquisition costs, such as executive salaries, general corporate overhead,
public affairs and other corporate services, are expensed as incurred. USA
Waste's policy is to charge against earnings any unamortized capitalized
expenditures and advances (net of any portion thereof that USA Waste estimates
will be recoverable, through sale or otherwise) relating to any operation that
is permanently shut down, any pending acquisition that is not consummated, and
any landfill development or expansion project that is not successfully
completed. There can be no assurance that the Company in future periods will
not be required to incur a charge against earnings in accordance with such
policy, which charge, depending upon the magnitude thereof, could have a
material adverse effect on the Company's results of operations, financial
condition and cash flows.

POTENTIAL ADVERSE EFFECT OF GOVERNMENT REGULATION

USA Waste's operations are subject to and substantially affected by
federal, state and local laws, regulations, orders and permits, which govern
environmental protection, health and safety, zoning and other matters. These
regulations may impose restrictions on operations that could adversely affect
the Company's results, such as limitations on the expansion of disposal
facilities, limitations on or the banning of disposal of out-of-state waste or
certain categories of waste or mandates regarding the disposal of solid waste.
In particular, USA Waste is subject to extensive and evolving environmental and
land use laws and regulations, which have become increasingly stringent. These
laws and regulations affect USA Waste's businesses in a variety of ways. In
order to develop and operate a landfill or other solid waste management
facility, it is necessary to obtain and maintain in effect various facility
permits and other governmental approvals, including those related to zoning,
environmental and land use. These permit approvals may be time consuming and
costly to obtain and may be subject to community opposition by various local
elected officials or citizens, regulatory delays, subsequent modifications and
other uncertainties. There can be no assurance that the Company will be
successful in obtaining and maintaining in effect permits and approvals required
for the successful operation and growth of its business, including permits and
approvals required for the development of additional disposal capacity needed to
replace existing capacity that is exhausted. The design, operation and closure
of landfills are also subject to extensive federal and state regulations. These
regulations could also require the Company to undertake investigatory or
remedial activities, to curtail operations or to close a landfill temporarily or
permanently. Furthermore, future changes in these regulations may require the
Company to modify, supplement, or replace equipment or facilities at costs which
could be substantial.

POTENTIAL ENVIRONMENTAL LIABILITY AND LIMITED INSURANCE COVERAGE

The Company may be subject to liability for environmental damage that its
landfills, transfer stations and collection operations may have caused or may
cause nearby landowners, particularly as a result of the contamination of
drinking water sources or soil, including damage resulting from conditions
existing prior to the acquisition of such assets or operations. Liability may
also arise from any off-site environmental contamination caused by pollutants
or hazardous substances, the transportation, treatment or disposal of which was
arranged for by USA Waste, or its predecessor owners of operations or assets
acquired by such companies. Any substantial liability for environmental damage
could have a material adverse effect on the Company's results of operations and
financial condition.

In the ordinary course of its business, USA Waste may become involved in a
variety of legal and administrative proceedings relating to land use and
environmental laws and regulations. These may include proceedings by federal,
state or local agencies seeking to impose civil or criminal penalties on the
Company for violations of such laws and regulations, or to impose liability on
USA Waste under federal or state statutes, or to revoke, or deny renewal of a
permit; actions brought by citizens' groups, adjacent landowners or
governmental entities opposing the issuance of a permit or approval to USA
Waste or alleging violations of the permits pursuant to which USA Waste
operates or laws or regulations to which USA Waste is subject; and actions
seeking to impose liability on USA Waste for any environmental damage at their
owned or operated facilities (or at facilities formerly owned by USA Waste or
its predecessors) or damage that those facilities or other properties may have
caused to adjacent landowners or others, including groundwater or soil
contamination. The adverse outcome of one or more of these proceedings could
have a material adverse effect on the Company's results of operations,
financial condition and cash flows.

During the ordinary course of its operations, USA Waste has from time to
time received, and it may in the future receive, citations or notices from
governmental authorities that its operations are not in compliance with its
permits or certain applicable environmental or land use laws and regulations.
USA Waste generally seeks to work with the authorities to resolve the issues
raised by such citations or notices. There can be no assurance, however, that
the Company will always be successful in this regard.

USA Waste's insurance for environmental liability is very limited because
USA Waste believes that the cost for such insurance is high relative to the
coverage it would provide. Due to the limited nature of such insurance coverage
for environmental liability, if USA Waste were to incur liability for
environmental damage, such liability could have a material adverse effect on
the Company's results of operations, financial condition and cash flows.

ALTERNATIVES TO LANDFILL DISPOSAL

Alternatives to landfill disposal, such as recycling and composting,
are increasingly being used. In addition, in certain of USA Waste's markets,
incineration is an alternative to landfill disposal. There also has been an
increasing trend at the state and local levels to mandate recycling and waste
reduction at the source and to prohibit the disposal of certain types of
wastes, such as yard wastes, at landfills. These developments may result in the
volume of waste going to landfills being reduced in certain areas, which may
affect the Company's ability to operate its landfills at full capacity and the
prices that can be charged for landfill disposal services.

NO DIVIDENDS

USA Waste has never declared or paid cash dividends on its Common Stock.
USA Waste currently expects to retain its earnings for its business and does
not anticipate paying dividends on its Common Stock at any time in the
foreseeable future. The decision whether to apply legally available funds to the
payment of dividends on the Common Stock will be made by the Company's Board of
Directors from time to time in the exercise of its business judgment. See
"Market Price Data."

POTENTIAL EFFECT OF CERTAIN ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Restated Certificate of Incorporation
and By-laws may have the effect of making more difficult an acquisition of the
Company in a transaction that is not approved by the Company's Board of
Directors. For example, the Company's Board of Directors is given the power to
issue up to 10,000,000 shares of Preferred Stock of the Company in one or more
series, and to fix the rights and preferences as to any such series, without
further authorization of the holders of Common Stock. In addition, the
Company's Board of Directors is divided into three classes, each of which
serves for a staggered three-year term, making it more difficult for a third
party to gain control of the Company's Board of Directors. These provisions
generally are designed to permit the Company to develop its businesses and
foster its long-term growth without the disruption caused by the threat of a
takeover not deemed by the Company's Board of Directors to be in the best
interests of the Company and its stockholders. They may also have the effect of
discouraging a third party from making a tender offer or otherwise attempting
to gain control of the Company even though such an attempt might be
economically beneficial to the Company and its stockholders.

5
<PAGE> 7
USE OF PROCEEDS

This Prospectus relates to shares of Common Stock of the Company that may
be offered and issued by the Company from time to time in connection with the
acquisition of other businesses and properties and interests therein, and upon
exercise or conversion of warrants, options, convertible notes, or other
similar instruments issued by the Company from time to time in connection with
any such acquisition. Other than the businesses or properties acquired, there
usually will be no proceeds to the Company from these offerings. However, in
situations where the Company issues warrants or options to purchase Common
Stock in connection with an acquisition, any proceeds received by the Company
upon the exercise of such warrants or options will be used for general
corporate purposes. When this Prospectus is used by a Selling Stockholder in a
public reoffering or resale of Common Stock acquired pursuant to this
Prospectus, the Company will not receive any proceeds from such sale by the
Selling Stockholder.

6
<PAGE> 8
DESCRIPTION OF CAPITAL STOCK

The Company is authorized to issue 300,000,000 shares of Common Stock, par
value $0.01 per share, of which 161,763,223 shares were outstanding at
August 1, 1997. The Company is also authorized to issue 10,000,000 shares
of Preferred Stock, $.01 par value (the "Preferred Stock"), none of which are
outstanding.

COMMON STOCK

Each holder of Common Stock is entitled to one vote per share held of
record on each matter submitted to shareholders. Cumulative voting for the
election of directors is not permitted, and the holders of a majority of shares
voting for the election of directors can elect all members of the Board of
Directors.

Subject to the rights of any holders of Preferred Stock, holders of record
of shares of Common Stock are entitled to receive ratably dividends when and if
declared by the Board of Directors out of funds of the Company legally
available therefor. In the event of a voluntary or involuntary winding up or
dissolution, liquidation or partial liquidation of the Company, holders of
Common Stock are entitled to participate ratably in any distribution of the
assets of the Company, subject to any prior rights of holders of any
outstanding Preferred Stock.

Holders of Common Stock have no conversion, redemption or preemptive
rights. All outstanding shares of Common Stock are, and the Shares offered
hereby will be, upon issuance and sale, validly issued, fully paid, and
nonassessable.

PREFERRED STOCK

The Board of Directors is authorized, without further approval of the
stockholders, to issue the Preferred Stock in series and with respect to each
series, to fix its designations, relative rights (including voting, dividend,
conversion, sinking fund, and redemption rights), preferences (including with
respect to dividends and upon liquidation), privileges, and limitations. The
Board of Directors of the Company, without stockholder approval, may issue
Preferred Stock with voting and conversion rights, both of which could
adversely affect the voting power of the holders of Common Stock, and dividend
or liquidation preferences that would restrict Common Stock dividends or
adversely affect the assets available for distribution to holders of shares of
Common Stock upon the Company's dissolution.

AUTHORIZED BUT UNISSUED SHARES

Authorized but unissued shares of Common Stock or Preferred Stock can be
reserved for issuance by the Board of Directors from time to time without
further stockholder action for proper corporate purposes, including stock
dividends or stock splits, raising equity capital and structuring future
corporate transactions, including acquisitions.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Boston
EquiServe, L.P., Boston, Massachusetts.

DELAWARE ANTI-TAKEOVER LAW

Section 203 of the Delaware General Corporation Law ("Section 203")
generally provides that a person who, together with affiliates and associates
owns, or within three years did own, at least 15% but less than 85% of the
outstanding voting stock of a corporation subject to the statute (an "Interested
Stockholder") may not engage in certain business combinations with the
corporation for a period of three years after the date on which the person
became an Interested Stockholder unless (i) prior to such date, the
corporation's board of directors approved either the business combination or the
transaction in which the stockholder became an Interested Stockholder or (ii)
subsequent to such date, the business combination is approved by the
corporation's board of directors and authorized at a stockholders' meeting by a
vote of at least two-thirds of the corporation's outstanding voting stock not
owned by the Interested Stockholder. Section 203 defines the term "business
combination" to encompass a wide variety of transactions with or caused by an
Interested Stockholder, including mergers, asset sales, and other transactions
in which the Interested Stockholder receives or could receive a benefit on other
than a pro rata basis with other stockholders.

The provisions of Section 203, combined with the Board of Directors'
authority to issue Preferred Stock without further stockholder action, could
delay or frustrate a change in control of the Company. The provisions also
could discourage, impede or prevent a merger, tender offer or proxy contest,
even if such event would be favorable to the interests of stockholders. The
Company's stockholders, by adopting an amendment to the Restated Certificate
of Incorporation, may elect not to be governed by Section 203 which election
would be effective 12 months after such adoption. Neither the Company's
Restated Certificate of Incorporation nor its Bylaws exclude the Company from
the restrictions imposed by Section 203.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the directors's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment
of a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Company's Restated Certificate of Incorporation provides that the Company's
directors are not liable to the Company or its stockholders for monetary
damages for breach of their fiduciary duty, subject to the described exceptions
specified by Delaware law.

Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify each officer and director of the Company against
liabilities and expenses incurred by reason of the fact that he is or was an
officer or director of the Company if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The By-laws of the
Company provide for indemnification of each officer and director of the Company
to the fullest extent permitted by Delaware law.

Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company has purchased and maintains a
directors' and officers' liability policy for such purposes.

The Company has entered into Indemnification Agreements with each of its
directors and executive officers. Such Indemnification Agreements provide that
such persons (the "Indemnitees") will be indemnified and held harmless from all
expenses, including (without limitation) reasonable fees and expenses of
counsel, and all liabilities, including (without limitation) the amount of any
judgments, fines, penalties, excise taxes and amounts paid in settlement,
actually incurred by an Indemnitee with respect to any threatened, pending or
completed claim, action (including any action by or in the right of the
Company), suit or proceeding (whether formal or informal, or civil, criminal,
administrative, legislative, arbitrative or investigative) in respect of which
such Indemnitee is, was or at any time becomes, or is threatened to be made, a
party, witness, subject or target, by reason of the fact that such Indemnitee
is or was a director, officer, agent or fiduciary of the Company or serving at
the request of the Company as a director, officer, employee, fiduciary or
representative or another enterprise. Such Indemnification Agreements also
provide that the Company, if requested to do so by an Indemnitee, will advance
to such Indemnitee, prior to final disposition of any proceeding, the expenses
actually incurred by the Indemnitee subject to the obligation of the Indemnitee
to refund if it is ultimately determined that such Indemnitee was not entitled
to indemnification.

7
<PAGE> 9

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or person controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

8
<PAGE> 10
PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Common Stock is traded on the NYSE under the symbol "UW." The
following table sets forth the range of high and low per share closing sale
prices for the Common Stock for the calendar quarters indicated as reported on
the NYSE Composite Tape.

<TABLE>
<CAPTION>
HIGH LOW
------ -----
<S> <C> <C> <C>
1995
First Quarter . . . . . . . . . . . . . . . $12.50 $10.00

Second Quarter . . . . . . . . . . . . . . 16.63 11.50

Third Quarter . . . . . . . . . . . . . . 22.00 14.63

Fourth Quarter . . . . . . . . . . . . . . 22.50 17.00

1996
First Quarter . . . . . . . . . . . . . . . $25.63 $17.25

Second Quarter . . . . . . . . . . . . . . . 32.63 24.00

Third Quarter . . . . . . . . . . . . . . . 34.13 22.75

Fourth Quarter . . . . . . . . . . . . . . . 34.25 28.63

1997
First Quarter . . . . . . . . . . . . . . . $38.88 $28.63

Second Quarter . . . . . . . . . . . . . . . 39.12 29.50

Third Quarter (through August 1, 1997). . . 41.75 38.00
</TABLE>

According to the Company's transfer agent, on August 1, 1997, there were
3,615 holders of record of the Company's Common Stock.

USA Waste has never declared or paid cash dividends on its Common Stock.
USA Waste currently expects to retain its earnings for its business and does
not anticipate paying dividends on its Common Stock at any time in the
foreseeable future. The decision whether to apply legally available funds to
the payment of dividends on USA Waste Common Stock will be made by the USA
Waste Board of Directors from time to time in the exercise of its business
judgment.

MANNER OF OFFERING BY SELLING SHAREHOLDERS

This Prospectus, as appropriately amended or supplemented, may, with the
consent of the Company, be used from time to time by a Selling Stockholder, or
its transferees, to offer and sell the Shares in transactions in which the
Selling Stockholder and any broker-dealer through whom any of the Shares are
sold may be deemed to be underwriters within the meaning of the Securities Act.
The Company will receive none of the proceeds from any such sales. There
presently are no arrangements or understandings, formal or informal, pertaining
to the distribution of the Shares.

Agreements with Selling Stockholders permitting use of this Prospectus may
provide that any such offering be effected in an orderly manner through
securities dealers, acting as broker or dealer, selected by the Company; that
Selling Stockholders enter into custody agreements with one or more banks with
respect to such shares; and that sales be made only by one or more of the
methods described in this Prospectus, as appropriately supplemented or amended
when required.

The Company anticipates that resales of the Shares by a Selling
Stockholder may be effected from time to time on the open market in ordinary
brokerage transactions on the NYSE, or such other security exchange on which
the Common Stock may be listed, in the over-the-counter market, or in private
transactions (which may involve crosses and block transactions). The Shares
will be offered for sale at market prices prevailing

9
<PAGE> 11
at the time of sale or at negotiated prices and on terms to be determined when
the agreement to sell is made or at the time of sale, as the case may be. The
Shares may be offered directly, through agents designated from time to time, or
through brokers or dealers. A member firm of the NYSE may be engaged to act as
the Selling Stockholder's agent in the sale of the Shares by the Selling
Stockholder and/or may acquire Shares as principal. Broker-dealers
participating in such transactions as agent may receive commissions from the
Selling Stockholder (and, if they act as agent for the purchaser of such
Shares, from such purchaser), such commissions computed in appropriate cases in
accordance with the applicable rules of the NYSE, which commissions may be at
negotiated rates where permissible.

Participating broker-dealers may agree with the Selling Stockholder to
sell a specified number of shares at a stipulated price per share and, to the
extent such broker-dealer is unable to do so acting as agent for the Selling
Stockholder to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer's commitment to the Selling Stockholder. In addition
or alternatively, shares may be sold by the Selling Stockholder, and/or by or
through other broker-dealers in special offerings, exchange distributions, or
secondary distributions pursuant to and in compliance with the governing rules
of the NYSE, and in connection therewith commissions in excess of the customary
commission prescribed by the rules of the NYSE may be paid to participating
broker-dealers, or, in the case of certain secondary distributions, a discount
or concession from the offering price may be allowed to participating
broker-dealers in excess of such customary commission. Broker-dealers who
acquire shares as principal may thereafter resell such Shares from time to time
in transactions (which may involve crosses and block transactions and which may
involve sales to and through other broker-dealers, including transactions of
the nature described in the preceding two sentences) on the NYSE or such other
security exchange on which the Common Stock may be listed, in negotiated
transactions, or otherwise, at market prices prevailing at the time of sale or
at negotiated prices, and in connection with such resales may pay to or receive
commissions from the purchasers of such shares.

Upon the Company's being notified by the Selling Stockholder that a
particular offer to sell the Shares is made, a material arrangement has been
entered into with a broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution, or secondary distribution, or any
block trade has taken place, to the extent required, a supplement to this
Prospectus will be delivered together with this Prospectus and filed pursuant
to Rule 424(b) under the Securities Act setting forth with respect to such
offer or trade the terms of the offer or trade; including (i) the name of each
Selling Stockholder, (ii) the number of Shares involved, (iii) the price at
which the Shares were sold, (iv) any participating brokers, dealers, agents or
member firm involved, (v) any discounts, commissions and other items paid as
compensation from, and the resulting net proceeds to, the Selling Stockholder,
(vi) that such broker-dealers did not conduct any investigation to verify the
information set out in this Prospectus, and (vii) other facts material to the
transaction.

Shares may be sold directly by the Selling Stockholder or through agents
designated by the Selling Stockholder from time to time. Unless otherwise
indicated in the a supplement to this Prospectus, any such agent will be acting
on a best efforts basis for the period of its appointment.

The Selling Stockholder and any brokers, dealers, agents, member firm or
others that participate with the Selling Stockholder in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions or fees received by such persons and any profit on the
resale of the Shares purchased by such person may be deemed to be underwriting
commissions or discounts under the Securities Act.

The Company may agree to indemnify the Selling Stockholder as an
underwriter under the Securities Act against certain liabilities, including
liabilities arising under the Securities Act. Agents may be entitled under
agreements entered into with the Selling Stockholder to indemnification against
certain civil liabilities, including liabilities under the Securities Act.

The Selling Stockholder will be subject to the applicable provisions of
the Exchange Act, and the rules and regulations thereunder, including without
limitation Regulation M, which provisions may limit the timing of purchases and
sales of any of the Common Stock by the Selling Stockholder. All of the
foregoing may affect the marketability of the Common Stock.

The Company will pay substantially all the expenses incident to this
offering of the Common Stock by the Selling Stockholder to the public other
than brokerage fees, commissions and discounts of underwriters, dealers or
agents.

10
<PAGE> 12
In order to comply with certain states' securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Common Stock
may not be sold unless the Common Stock has been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and is complied with.

LEGAL MATTERS

Certain legal matters in connection with the Shares have been passed upon
for the Company by Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., Houston, Texas.

EXPERTS

The consolidated balance sheets of USA Waste as of December 31, 1996 and
1995 and the consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 1996,
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.

11
<PAGE> 13
=================================== ==================================

20,000,000 SHARES

USA WASTE
SERVICES, INC.

COMMON STOCK

----------
PROSPECTUS
----------

AUGUST __, 1997

=================================== ==================================

<PAGE> 14
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

II-1
<PAGE> 15
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

4.1 - Form of Indenture for Senior Debt Securities (incorporated
by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (File No. 333-32471)).

4.2 - Subordinated Indenture, dated as of February 1, 1997,
between USA Waste Services, Inc. and Texas Commerce Bank
National Association (incorporated by reference to Exhibit
4.1 to the Company's Current Report on Form 8-K
(File No. 1-12154) filed with the Commission on
February 7, 1997).

4.3 - Form of Debt Securities (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on
Form S-3 (File No. 333-32471)).

4.4 - Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Post-Effective
Amendment No. 1 to the Company's Registration Statement on
Form S-4 (File No. 33-60103)).

4.5 - Amendment to Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1(a) to the
Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1996).

4.6 - Conformed Copy of Restated Certificate of Incorporation as
amended of the Company (incorporated by reference to
Exhibit 3.1(b) to the Company's Quarterly Report on Form
10-Q for the three months ended March 31, 1996).

4.7 - Bylaws of the Company (incorporated by reference to Exhibit
3.2 to Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-4 (File No. 33-60103)).

4.8 - Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.3 to the Company's Registration
Statement on Form S-3 (File No. 33-76224)).

* 5.1 - Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.

23.1 - Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
[Contained in Exhibit 5.1].

* 23.2 - Consent of Coopers & Lybrand L.L.P.

* 23.3 - Consent of Coopers & Lybrand, Chartered Accountants.

* 23.4 - Consent of Ernst & Young LLP.

24 - Power of Attorney [Included on Page II-5].

- -------------------------
* Filed herewith.

ITEM 22. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement.

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

II-2
<PAGE> 16
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim or indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

(d) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registrations statement
through the date of responding to the request.

(e) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.

II-3
<PAGE> 17
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF HOUSTON, STATE OF TEXAS, ON THE 4TH DAY OF AUGUST, 1997.

USA Waste Services, Inc.

By: JOHN E. DRURY
---------------------------------------
John E. Drury,
Chairman of the Board and
Chief Executive Officer

II-4
<PAGE> 18
USA WASTE SERVICES, INC.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John E. Drury, Earl E. DeFrates and
Gregory T. Sangalis and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign, execute and file
this registration statement under the Securities Act and any and all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments or additional registration statements filed pursuant to Rule 462
under the Securities Act increasing the amount of securities for which
registration is being sought) to this registration statement, and to file the
same, with all exhibits thereto, and all other documents in statements, notices
or other documents necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with other documents in
connection therewith, with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON AUGUST 4, 1997.

Signature Title
--------- -----
<S> <C>
JOHN E. DRURY Chairman of the Board and Chief Executive
- ------------------------------------- Officer (Principal executive officer)
John E. Drury

RODNEY R. PROTO President, Chief Operating Officer and Director
- -------------------------------------
Rodney R. Proto

EARL E. DEFRATES Executive Vice President and Chief Financial Officer
- ------------------------------------- (Principal financial officer)
Earl E. DeFrates

BRUCE E. SNYDER Vice President and Chief Accounting Officer
- ------------------------------------- (Principal accounting officer)
Bruce E. Snyder

RALPH F. COX Director
- -------------------------------------
Ralph F. Cox

RICHARD J. HECKMANN Director
- -------------------------------------
Richard J. Heckmann

LARRY J. MARTIN Director
- -------------------------------------
Larry J. Martin

WILLIAM E. MOFFETT Director
- -------------------------------------
William E. Moffett

DONALD F. MOOREHEAD, JR. Director
- -------------------------------------
Donald F. Moorehead, Jr.

ALEXANDER W. RANGOS Director
- -------------------------------------
Alexander W. Rangos

JOHN G. RANGOS, SR. Director
- -------------------------------------
John G. Rangos, Sr.

KOSTI SHIRVANIAN Director
- -------------------------------------
Kosti Shirvanian

DAVID SUTHERLAND-YOEST Director
- -------------------------------------
David Sutherland-Yoest

SAVEY TUFENKIAN Director
- -------------------------------------
Savey Tufenkian

</TABLE>

II-5
<PAGE> 19
Exhibit Index

4.1 - Form of Indenture for Senior Debt Securities (incorporated
by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (File No. 333-32471)).

4.3 - Form of Debt Securities (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on
Form S-3 (File No. 333-32471)).

4.7 - Bylaws of the Company (incorporated by reference to Exhibit
3.2 to Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-4 (File No. 33-60103)).

4.8 - Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.3 to the Company's Registration
Statement on Form S-3 (File No. 33-76224)).

* 5.1 - Opinion of Liddell, Sapp, Zivley, Hill & LaBoon,
L.L.P.

23.1 - Consent of Liddell, Sapp, Zivley, Hill & LaBoon,
L.L.P. [Contained in Exhibit 5.1].

* 23.2 - Consent of Coopers & Lybrand L.L.P.

* 23.3 - Consent of Coopers & Lybrand, Chartered Accountants.

* 23.4 - Consent of Ernst & Young LLP.

24 - Power of Attorney [Included on Page II-5].

----------------
* Filed herewith.

II-6

<PAGE> 1
EXHIBIT 5.1

[LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P. LETTERHEAD]

August 4, 1997

USA Waste Services, Inc.
1001 Fannin Street, Suite 4000
Houston, Texas 77002

Gentlemen:

We have acted as counsel for USA Waste Services, Inc., a Delaware
corporation (the "Company"), in connection with the filing of the Registration
Statement on Form S-4 (the "Registration Statement") with respect to the
registration of 20,000,000 shares (the "Shares") of the Common Stock, $.01 par
value (the "Common Stock"), of the Company.

We have made such inquiries and examined such documents as we have
considered necessary or appropriate for purposes of giving the opinions
hereinafter set forth, including the examination of executed or conformed
counterparts, or copies certified or otherwise proved to our satisfaction, of
the following:

(a) the Restated Certificate of Incorporation of the Company, as
amended;

(b) the Bylaws of the Company;

(c) the Registration Statement on Form S-4 of the Company,
including the related prospectus and other attachments, filed with the
Securities and Exchange Commission to register the Shares under the Securities
Act of 1933, as amended.

We have assumed the genuineness and authenticity of all signatures on
all original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution or recordation are prerequisites
to the effectiveness thereof.

Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that:

<PAGE> 2
USA Waste Services, Inc.
August 4, 1997
Page 2

(i) the Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware;

(ii) the Shares proposed to be issued by the Company pursuant to
the Registration Statement will be, when so issued in accordance with due
authorization by the board of directors of the Company, legally issued,
fully paid, and non-assessable.

We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
statements made regarding our Firm and to the use of our name under the heading
"Legal Matters" in the prospectus constituting a part of the Registration
Statement.

LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P.

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement on Form S-4, relating to the registration of 20,000,000 shares of
common stock, $.01 par value, of our report dated March 21, 1997, on our audits
of the consolidated financial statements of USA Waste Services, Inc. We also
consent to the reference to our firm under the caption "Experts."

Coopers & Lybrand L.L.P.

Houston, Texas
August 4, 1997

<PAGE> 1
Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement on Form S-4 of our report dated October 16, 1996 (except for Notes 1
and 8 which are as at January 15, 1997), on our audit of the financial
statements of Laidlaw Solid Waste Management Group -- Canadian Operations.

COOPERS & LYBRAND
Chartered Accountants

Hamilton, Canada
August 4, 1997

<PAGE> 1
EXHIBIT 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-4) of USA Waste Services, Inc. of our report dated February 21, 1997,
except for Note 13, as to which the date is March 25, 1997, with respect to the
consolidated financial statements and schedule of United Waste Systems, Inc.
included in its Annual Report on Form 10-K/A #2 for the year ended December 31,
1996, filed with the Securities and Exchange Commission on June 24, 1997, which
was incorporated by reference in USA Waste Services, Inc.'s and United Waste
Systems, Inc.'s Joint Proxy/Prospectus.

Ernst & Young LLP

MetroPark, New Jersey
August 1, 1997