ALLIED WASTE INDUSTRIES INC, S-4, 1998-08-05

ALLIED WASTE INDUSTRIES INC
S-4, 1998-08-05
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1998

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES EXCHANGE ACT OF 1933

ALLIED WASTE INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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DELAWARE 4953 88-0228636
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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15880 N. GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
(602) 423-2946
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STEVEN M. HELM
VICE PRESIDENT--LEGAL
AND CORPORATE SECRETARY
ALLIED WASTE INDUSTRIES, INC.
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
(602) 423-2946

WITH COPIES TO:

DAVID C. GOLAY
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered in
connection with the termination of a holding company and there is compliance
with General Instruction G, check the following box [ ].

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering [ ].

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ].
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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) SHARE(1) PRICE(1) REGISTRATION FEE(1)
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Common Stock, par value $.01 per share...... 20,000,000 $28.0625 $561,250,000 $165,569
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(1) Pursuant to Rule 457(c), the registration fee is calculated based on the
average of the high and low prices for the Common Stock, as reported on the
National Market tier of the Nasdaq Stock Market Inc. on August 4, 1998.

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 SAID SECTION 8(a),
MAY DETERMINE.

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20,000,000 SHARES

ALLIED WASTE INDUSTRIES, INC.

COMMON STOCK

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This Prospectus covers shares of common stock, par value $.01 per share
(the "Common Stock"), that may be issued from time to time in the future by
Allied Waste Industries, Inc. ("Allied" or the "Company") on the completion of
acquisitions of assets, businesses or securities, or on the payment of dividends
on or conversion of shares of preferred stock or the conversion of or payment of
interest on convertible notes issued in connection with such acquisitions of
other assets, businesses or securities.

It is expected that the terms of acquisitions involving the issuance of the
shares of Common Stock covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the assets, businesses or
securities to be acquired, and that the shares of Common Stock issued will be
valued at prices reasonably related to the market price of the Common Stock
either at the time an agreement is entered into concerning the terms of the
acquisition or at or about the time the shares are delivered. No underwriting
discounts or commissions will be paid, although finder's fees may be paid in
connection with certain acquisitions. Any person receiving such fees may be
deemed to be an "underwriter" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act") and any profit on the resale of shares of
Common Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

The last reported sale price for the Common Stock on the National Market
tier of the Nasdaq Stock Market, Inc. ("Nasdaq") (Symbol: "AWIN") on August 3,
1998 was $28.75 per share.

All of the Common Stock offered hereby may, subject to certain conditions,
also be offered and resold from time to time pursuant to this Prospectus by the
persons who receive such Common Stock in acquisition transactions. See "Selling
Security Holders" and "Plan of Distribution by Selling Security Holders" for
information relating to resales of Common Stock pursuant to this Prospectus.

AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVED CERTAIN RISKS.
SEE "RISK FACTORS" WHICH BEGINS ON PAGE 4 OF THIS PROSPECTUS.

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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.
The date of this Prospectus is August , 1998.
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TABLE OF CONTENTS

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SECTION PAGE
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Available Information....................................... 2
Incorporation of Certain Documents By Reference............. 3
Summary..................................................... 3
Risk Factors................................................ 4
Disclosure Regarding Forward Looking Statements............. 9
Acquisition Terms........................................... 10
Selling Security Holders.................................... 10
Plan of Distribution by Selling Security Holders............ 10
Legal Matters............................................... 11
Experts..................................................... 11
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AVAILABLE INFORMATION

The Company is subject to the informational 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
statements and other information may be inspected and copied at the public
reference facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at the Commission's regional offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and World Trade Center, 13th Floor, New York, New York 10007, and at
the Commission's site on the World Wide Web at http://www.sec.gov. The Common
Stock is listed on Nasdaq, and material filed by the Company can be inspected at
the offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006. Copies of
such material may also be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates.

The Company has filed with the Commission a Registration Statement on Form
S-4 (Reg. No. 333- ) including any amendments thereto, under the Securities
Act of 1933, with respect to the shares of Common Stock offered hereby (the
"Registration Statement"). This Prospectus does not contain all the information
set forth in the Registration Statement and the exhibits and schedules thereto.
For further information with respect to the Company and the Common Stock,
reference is made to the Registration Statement and the exhibits and schedules
filed as a part thereof. Statements made in this Prospectus as to the contents
of any contract of any other document referred to are not necessarily complete,
and, in each instance, reference is made to the copy of such contract or
document filed as an exhibit to the Registration Statement. Each such statement
is qualified in all respects by reference to such exhibit. The Registration
Statement, including exhibits and schedules thereto, are on file at the offices
of the Commission and may be inspected without charge. Copies of such material
may be obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

A copy of Allied's Annual Report on Form 10-K for the most recently
completed fiscal year and the latest quarterly report on Form 10-Q is included
with this Prospectus.

THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION
ABOUT THE COMPANY BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED
HEREWITH. THESE DOCUMENTS ARE AVAILABLE WITHOUT CHARGE UPON REQUEST FROM ALLIED
WASTE INDUSTRIES, INC., 15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100, SCOTTSDALE,
AZ 85260, ATTENTION: INVESTOR RELATIONS, TELEPHONE (602) 423-2946. IN ORDER TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE FIVE
BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE FINAL INVESTMENT DECISION MUST BE
MADE.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1997; (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
(iii) the Company's Definitive Proxy Materials in accordance with Schedule 14A
dated April 29, 1998; (iv) the Company's Current Report on Form 8-K filed May
18, 1998; and (v) all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequently
to the date of this Prospectus and prior to the termination of the offering of
the Common Stock offered hereby.

Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein or in the Prospectus
Supplement modifies or supersedes 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, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request by such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents unless such exhibits
are specifically incorporated by reference into the document that this
Prospectus incorporates by reference). Requests should be directed to Allied
Waste Industries, Inc., 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale,
AZ 85260, Attention: Investor Relations, Telephone: (602) 423-2946.

SUMMARY

Allied is the fourth largest non-hazardous solid waste management company
in the United States, as measured by revenues. Allied serves 1.8 million
customers through operations in 21 states located primarily in the midwest,
northeast, southeast and west United States. The principal executive offices of
Allied are located at 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale,
AZ 85260 and its telephone number is (602) 423-2946.

This Prospectus covers shares of Common Stock, that may be issued from time
to time by the Company on the completion of acquisitions of assets, businesses
or securities or on the payment of dividends on or conversion of shares of
preferred stock or convertible notes issued in connection with such
acquisitions.

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RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the Common
Stock.

SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE DEBT

The Company has substantial indebtedness with significant debt service
requirements and is highly leveraged. At March 31, 1998, the Company's
consolidated debt was approximately $1.4 billion. The degree to which the
Company is leveraged has important consequences including the following: (i) the
ability of the Company to obtain additional financing in the future, whether for
working capital, capital closure, post-closure and remediation expenditures,
acquisitions or other purposes, may be impaired, (ii) a substantial portion of
the Company's cash flow from operations is required to be dedicated to the
payment of principal and interest on its debt, thereby reducing funds available
to the Company for other purposes, (iii) the Company's flexibility in planning
for or reacting to changes in market conditions may be limited, (iv) the Company
may be more vulnerable in the event of a downturn in its business, and (v) to
the extent of the Company's outstanding debt under its $1.1 billion senior
credit facility at variable rates that have not been hedged, the Company will be
vulnerable to increases in interest rates. At March 31, 1998, approximately
$457.8 million in aggregate borrowings were outstanding under the senior credit
facility. All borrowings under the senior credit facility will mature in 2003.

The ability of the Company to meet its debt service obligations will depend
on the future operating performance and financial results of the Company, which
will be subject in part to factors beyond the control of the Company. Although
the Company believes that its cash flow will be adequate to meet its interest
payments, there can be no assurance that the Company will continue to generate
earnings in the future sufficient to cover its fixed charges. If the Company is
unable to generate earnings in the future sufficient to cover its fixed charges
and is unable to borrow sufficient funds under either the Senior Credit Facility
(as defined herein) or from other sources, it may be required to refinance all
or a portion of its existing debt or to sell all or a portion of its assets.
There can be no assurance that a refinancing would be possible, nor can there be
any assurance as to the timing of any asset sales or the proceeds which the
Company could realize therefrom. In addition, the terms of certain of its debt
restrict the Company's ability to sell assets and the Company's use of the
proceeds therefrom.

If for any reason, including a shortfall in anticipated operating results
or proceeds from asset sales, the Company were unable to meet its debt service
obligations, it would be in default under the terms of certain of its debt. In
the event of such a default, the holders of such debt could elect to declare all
of such debt immediately due and payable, including accrued and unpaid interest,
and to terminate their commitments with respect to funding obligations under
such debt. In addition, such holders could proceed against any collateral which,
in the case of certain debt, consists of the capital stock of the Company's
subsidiaries and substantially all of the assets of the Company. Any default
with respect to any of the Company's debt could result in a default under other
debt or result in the bankruptcy of the Company.

LIMITED OPERATING HISTORY IN REGARD TO ACQUIRED BUSINESSES

The Company has a limited operating history with regard to a significant
portion of its operations. During 1997, the Company acquired 65 companies, which
collectively comprised approximately $369.1 million in annual revenues and sold
37 operations representing approximately $127.9 million in annual revenues. The
acquired net revenue represents approximately 27.6% of the Company's revenue in
1997. Subsequent to December 31, 1997 through July 31, 1998, the Company
acquired 31 companies, which collectively comprised approximately $269 million
in annual revenues.

The Company expects to continue to acquire appropriate landfills,
collection operations and transfer stations in the future. The financial
position and results of operations of the Company will depend to a large extent
on the Company's ability to integrate acquired operations effectively and to
realize expected financial benefits and operational efficiencies. There can be
no assurance that the Company's efforts to integrate acquired operations will be
effective, or that expected financial benefits and operational efficiencies will
be
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realized. Failure to effectively integrate acquired operations could have an
adverse effect on the Company's future results of operations. As the Company
continues to pursue its acquisitions strategy in the future, its financial
position and results of operations may fluctuate significantly from period to
period.

CAPITAL REQUIREMENTS AND LIMITED WORKING CAPITAL

The Company intends to fund its cash needs through cash flow from
operations and borrowings under an Amended and Restated Bank Agreement (the
"Senior Credit Facility") dated June 18, 1998 with Citicorp USA, Inc., as
administrative agent, Goldman Sachs Credit Partners, L.P. and Credit Suisse
First Boston as co-syndication agents, and Citibank, N.A., as issuing bank and
the other bank lenders named therein and its equipment lease facilities. Because
of the capital intensive nature of the solid waste industry, the Company may
require additional equity and/or debt financing in order to provide for cash in
excess of the cash generated from operations for future operations, capital
expenditures, acquisitions, debt repayment obligations and/or financial
assurance obligations. A substantial portion of the Company's available cash
will be required to be applied to service indebtedness, which is expected to
include approximately $146.8 million in annual principal and interest payments.
During 1998, the Company also expects to spend approximately $224 million for
capital, closure and post-closure and remediation expenditures related to
landfill operations. Amounts expended on capital, closure and post-closure and
remediation expenditures will increase as a result of any acquisitions or
expansions of the Company's operations. As a result of these expenditures, the
Company may periodically have low levels of working capital or be required to
finance working capital deficits.

Further regulatory action by federal, state and local governments could
accelerate expenditures for closure and post-closure monitoring and obligate the
Company to spend sums in addition to those presently reserved for such purposes.
These factors, together with the other factors discussed above, could
substantially increase the Company's operating costs and impair the Company's
ability to invest in its facilities.

The Company's ability to make scheduled payments of principal of, or to pay
interest on, or to refinance its indebtedness depends on its future performance,
which, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors beyond its control. Based
upon the current level of operations and anticipated growth, management of the
Company believes that available cash flow, together with available borrowing
under the Senior Credit Facility and other sources of liquidity, will be
adequate to meet the Company's anticipated future requirements for working
capital, letters-of-credit, capital expenditures and scheduled payments of
principal of, and interest on debt incurred under the Senior Credit Facility,
and interest on Allied Waste North America, Inc.'s ("Allied NA") $525 million of
10.25% senior subordinated notes due 2006 (the "1996 Notes") and, commencing
December 1, 2002, on the Company's $418 million face value 11.3% senior discount
notes (the "Senior Discount Notes"). However, the principal payments at maturity
on the 1996 Notes and the Senior Discount Notes may require refinancing. There
can be no assurance that the Company's business will generate sufficient cash
flow from operations or that future financings will be available in an amount
sufficient to enable the Company or Allied NA to service its indebtedness or to
make necessary capital expenditures, or that any refinancing would be available
on commercially reasonable terms, or at all. Additionally, depending on the
timing, amount and structure of any future acquisitions and the availability of
funds under the Senior Credit Facility, the Company may need to raise additional
capital to fund the acquisition and integration of additional solid waste
businesses. There can be no assurance that the Company will be able to secure
such additional funding on favorable terms, if at all.

THE COMPANY'S STRATEGY; POTENTIAL DIFFICULTY IN OBTAINING SUITABLE LANDFILLS,
COLLECTION OPERATIONS, TRANSFER STATIONS AND PERMITS

The Company's strategy depends on its ability to identify and acquire
appropriate landfills, collection operations and transfer stations. There can be
no assurance that the Company will be able to locate appropriate acquisition
candidates, that any identified candidates will be acquired or that acquired
operations will be integrated effectively or prove profitable. Completion of an
acquisition requires the expenditure of sizeable amounts of capital and the
competition among companies pursuing an acquisition strategy may increase
capital requirements. The Company could be forced to alter its strategy in the
future if such candidates become unavailable or too costly. In addition,
obtaining permits to operate non-hazardous waste
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landfills has become increasingly difficult and expensive, often taking a number
of years to obtain, requiring numerous hearings and compliance with zoning,
environmental and other regulatory measures, and often being subject to
resistance from citizen or other groups. There can be no assurance that the
Company will be successful in obtaining the permits it requires, and an
inability to receive such permits could have an adverse effect on the Company's
future results of operations. In connection with the Company's acquisition of
existing landfills, it is often necessary to expend considerable time, effort
and money to obtain permits required to increase the capacity of these
landfills. The Company cannot predict whether or not it will be able to obtain
the governmental approvals necessary to establish new or expand existing
landfills and, if it does, whether or not it will be economically beneficial to
do so. In some areas, suitable land may be unavailable for new landfill sites.
There can be no assurance that the Company will be successful in obtaining new
landfill sites or expanding the permitted capacity of its current landfills once
its landfill capacity has been consumed. In such event, the Company could be
forced to dispose of collected waste at landfills operated by its competitors,
which could have an adverse effect on the Company's landfill revenues and
collection expenses.

COMPETITION FROM OTHER COMPANIES AND MUNICIPALITIES; LANDFILL ALTERNATIVES

The non-hazardous waste collection and disposal industry is led by four
large national waste management companies, Waste Management, Inc.,
Browning-Ferris Industries, Inc., Republic Services Inc., and the Company, and
includes numerous regional and local companies such as American Disposal
Services, Inc., Superior Services, Inc. and Waste Industries, Inc., all of which
contribute to the high level of competition that characterizes the industry.
Some of the large waste management companies have considerably greater financial
and operational resources than the Company. In addition, counties and
municipalities that operate their own waste collection and disposal facilities
often enjoy the benefits of tax-exempt financing and may control the disposal of
waste collected within their jurisdictions.

Alternatives to landfill disposal, such as recycling and composting, are
increasingly being used, and incineration continues to be utilized in some
markets in which the Company operates. There has also been an increasing trend
at the state and local levels to mandate waste reduction at the source and to
prohibit the disposal of certain types of wastes, such as yard wastes, at
landfills. This trend may result in a reduction in the volume of waste going to
landfills in certain areas, which may affect the Company's ability to operate
its landfills at their full capacity and/or affect the prices that can be
charged for landfill disposal services. In addition, most of the states in which
the Company operates landfills have adopted plans or requirements that will
require counties to adopt comprehensive plans to reduce, through waste planning,
composting and recycling or other programs, the volume of solid waste deposited
in landfills within the next few years.

The solid waste collection and disposal industry is currently undergoing
significant consolidation, and the Company encounters competition through
pricing and service in its efforts to acquire landfills and collection
operations. Accordingly, it may become uneconomical for the Company to make
further acquisitions, or the Company may be unable to locate or acquire suitable
acquisition candidates at price levels and on terms and conditions that the
Company considers appropriate, particularly in markets the Company does not
already serve.

RESTRICTIONS IMPOSED BY THE SENIOR CREDIT FACILITY, THE 1996 NOTES AND THE
SENIOR DISCOUNT NOTES

The Senior Credit Facility and the indentures relating to the 1996 Notes
and the Senior Discount Notes contain a number of significant covenants that,
among other things, will restrict the ability of the Company and its
subsidiaries to dispose of assets, incur additional indebtedness, incur liens on
property or assets, repay other indebtedness, pay dividends, enter into certain
investments or transactions, repurchase or redeem capital stock, engage in
mergers or consolidations, or engage in certain transactions with subsidiaries
and affiliates and otherwise restrict corporate activities. There can be no
assurance that such restrictions will not adversely affect the Company's ability
to finance its future operations or capital needs or engage in other business
activities that may be in the interest of the Company. In addition, the Senior
Credit Facility also requires the Company to maintain certain financial ratios.
The ability of the Company to comply with such ratios may be affected by events
beyond the Company's control. A breach of any of these covenants or the
inability of the Company to comply with the required financial ratios could
result in a default under the Senior Credit Facility or either or
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both of the indentures relating to the 1996 Notes and the Senior Discount Notes
and the debt securities issued herein. In the event of any such default under
the Senior Credit Facility, the lenders under the Senior Credit Facility could
elect to declare all borrowings outstanding under the Senior Credit Facility,
together with accrued interest and other fees, to be due and payable, to require
the Company to apply all of its available cash to repay such borrowings or to
prevent the Company from making debt service payments on any indebtedness of the
Company. If the Company were unable to repay any such borrowings when due, the
lenders could proceed against their collateral. In the event of a default under
the indenture relating to the 1996 Notes or the Senior Discount Notes, the
holders of such notes could elect to declare such notes to be due and payable.
If the indebtedness under the Senior Credit Facility, the 1996 Notes or the
Senior Discount Notes were to be accelerated, the assets of the Company and/or
Allied NA may not be sufficient to repay amounts due on other debt securities
then outstanding.

RELIANCE ON MANAGEMENT

The Company is highly dependent upon its senior management team. In
addition, as the Company continues to grow, its requirements for operations
management with waste industry experience will also increase. The availability
of such experienced management at compensation levels that are within industry
norms is not known. The loss of the services of any member of senior management
or the inability to hire experienced operations management could have a material
adverse effect on the Company.

IMPACT OF ADVERSE WEATHER CONDITIONS

The collection and landfill operations of the Company could be adversely
affected by protracted periods of inclement weather which interfere with
collection and landfill operations, delay the development of landfill capacity
and/or reduce the volume of waste generated by the Company's customers. In
addition, particularly harsh weather conditions may result in the temporary
suspension of certain of the Company's operations. There can be no assurance
that protracted periods of inclement weather will not have a material adverse
effect on the Company's future results of operations.

COST OF COMPLIANCE WITH ENVIRONMENTAL REGULATIONS; RISK OF FUTURE LITIGATION

The scope and stringency of laws and regulations designed to protect the
environment have increased dramatically. Compliance with the evolving and
expanding regulatory requirements, including the adoption in October 1991 of
Subtitle D regulations ("Subtitle D") pursuant to the Resource Conservation and
Recovery Act of 1976, as amended ("RCRA"), has been and will continue to be
costly. Rigorous regulatory standards require waste management companies to
enhance or replace equipment and to modify landfill operations or, in some
cases, to close landfills. There can be no assurance that the Company will be
able to implement price increases sufficient to offset the cost of complying
with these standards. In addition, environmental regulatory changes could
accelerate expenditures for closure and post-closure monitoring at solid waste
facilities and obligate the Company to spend sums in addition to those presently
reserved for such purposes. These factors could increase substantially the
Company's operating costs as well as the possibility of the impairment of the
Company's investment in its facilities.

In addition to the costs of complying with environmental regulations, the
Company will continue to be involved in legal proceedings in the ordinary course
of business. Government agencies may seek to impose fines on the Company for
alleged failure to comply with laws and regulations or to revoke or to deny the
renewal of, the Company's permits and licenses. In addition, governmental
agencies, as well as surrounding landowners, may assert claims against the
Company alleging environmental damage or violations of permits and licenses
pursuant to which the Company operates. Citizens' groups have become
increasingly active in challenging the grant or renewal of permits and licenses,
and responding to such challenges has further increased the costs associated
with permitting new facilities or expanding current facilities. A significant
judgment against the Company, the loss of a significant permit or license or the
imposition of a significant fine could have a material adverse effect on the
Company's financial condition.

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Certain of the Company's waste disposal operations traverse state
boundaries. In the future, the Company's collection, transfer and landfill
operations may also be affected by legislation that may be proposed in the
United States Congress that would authorize the states to enact legislation
governing interstate shipments of waste. Such proposed federal legislation may
allow individual states to prohibit the disposal of out-of-state waste or to
limit the amount of out-of-state waste that could be imported for disposal and
would require states, under certain circumstances, to reduce the amounts of
waste exported to other states. If this or similar legislation is enacted,
states in which the Company operates landfills could act to limit or prohibit
the importation of out-of-state waste. Such state actions could adversely affect
landfills within these states that receive a significant portion of waste
originating from out-of-state. Management believes that several states have
proposed or have considered adopting legislation that would regulate the
interstate transportation and disposal of waste in their landfills. Many states
have also adopted legislative and regulatory measures to mandate or encourage
waste reduction at the source and waste recycling.

As a condition to the Laidlaw Acquisition, Allied engaged Emcon
Environmental Services, Inc. ("Emcon"), an independent environmental consultant,
to conduct environmental assessments of the subsidiaries acquired in the Laidlaw
Acquisition (the "LSW Subsidiaries"). In its report (the "Emcon Report"), Emcon
identified several contaminated landfills and other locations and properties
under the management of the LWS Subsidiaries, including landfills and other
locations owned by the LSW Subsidiaries, that could pose significant sources of
liability to the LSW Subsidiaries. The costs of performing the investigation,
design, remediation and allocation of responsibility to the subsidiaries of the
Company vary significantly between sites. Based on the information currently
available, the Company recorded a provision of $51.5 million for environmental
matters, including closure and post-closure costs, in the 1996 statement of
operations and expects these amounts to be disbursed over the next 30 years. The
actual liability at these sites cannot currently be determined due to a number
of uncertainties including the extent of the contamination, the appropriate
remedy, the financial viability of other potentially responsible parties and the
ultimate apportionment of responsibility among such potentially responsible
parties.

The representations made by the Laidlaw sellers in the Stock Purchase
Agreement, dated September 17, 1996, among Allied, AWNA and Laidlaw, among
others, relating to the Laidlaw Acquisition (the "Laidlaw Acquisition
Agreement") with respect to the environmental matters (i) terminated on the
closing of the Laidlaw Acquisition as to all matters disclosed in writing to
Allied at least five business days prior to the closing or disclosed with
specificity in the Emcon Environmental Report and (ii) terminate on the third
anniversary of the closing of the Laidlaw Acquisition as to all matters other
than those described in clause (i) and which are known to Laidlaw on the closing
date. The Laidlaw Acquisition Agreement further provided that Laidlaw's
indemnification obligations with respect to environmental matters would be
limited to the amount by which the aggregate of all such damages exceeded a $1
million basket, without giving effect to any materiality qualifications. At the
closing of the Laidlaw Acquisition, Allied and Laidlaw entered into a special
environmental indemnity (the "Special Environmental Indemnity"), which was
subsequently amended to provide an indemnity for damages arising out of the
Pembroke, Ontario and Delafield, Wisconsin sites that will be limited to a
three-year period from the closing of the Laidlaw Acquisition and to an amount
in excess of a $25 million basket with such $25 million basket to be reduced by
any damages to which the $1 million basket in the Laidlaw Acquisition Agreement
applies. Laidlaw's indemnity for properties located at Gary Lagoons, Indiana
remains intact and is not subject to the three-year limitation or any basket.

POTENTIAL UNINSURED OR UNDERINSURED ENVIRONMENTAL LIABILITIES

As is typically the case in the solid waste industry, Allied is able to
obtain only very limited environmental impairment insurance regarding its
landfills. The Company carries environmental impairment liability insurance for
all of its operating landfills except one owned and four operated sites. The
environmental impairment liability insurance is in the amount of up to $5
million for the policy term in excess of a $1 million deductible per claim. An
uninsured or underinsured claim of sufficient magnitude would require Allied to
fund such claim from cash flow generated by operations or borrowings under the
Senior Credit Facility or other sources of liquidity. There can be no assurance
that Allied would be able to fund any such claim from operations, the Senior
Credit Facility or elsewhere.

8
<PAGE> 10

HAZARDOUS SUBSTANCES LIABILITY

The Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), has been interpreted to impose joint and several
liability on current and former owners or operators of facilities at which there
has been a release or a threatened release of a "hazardous substance" and on
persons who generate, transport or arrange for the disposal of such substances
at the facility. Hundreds of substances are defined as "hazardous" under CERCLA
and their presence, even in minute amounts, can result in substantial liability.
The statute provides for the remediation of contaminated facilities and imposes
costs on the responsible parties. The expense of conducting such a cleanup can
be significant. Notwithstanding its efforts to comply with applicable
regulations and to avoid transporting and receiving hazardous substances, such
substances may be present in waste collected by the Company or disposed of in
its landfills, or in waste collected, transported or disposed of in the past by
acquired companies. Cleanup liability may arise under various state laws similar
to CERCLA. As used in this Prospectus, "non-hazardous waste" means substances,
including asbestos, that are not defined as hazardous wastes under federal
regulations.

POTENTIAL UNDISCLOSED LIABILITIES ASSOCIATED WITH ACQUISITIONS

In connection with any acquisition of business or assets by the Company,
there may be liabilities that the Company fails or is unable to discover,
including liabilities arising from non-compliance with environmental laws by
prior owners, and for which the Company, as a successor owner, may be
responsible.

LAIDLAW TAX INDEMNIFICATION

Laidlaw has disclosed to the Company the existence of a tax controversy
(the "Tax Controversy") relating to disallowed deductions in income tax returns
with the United States Internal Revenue Service (the "IRS") involving the
consolidated U.S. federal income tax liability of the members of an affiliated
group of corporations (the "LTI U.S. Consolidated Tax Group") within the meaning
of Section 1504(c) of the Internal Revenue Code ("IRC"), of which Laidlaw
Transportation, Inc. ("LTI") is the common parent corporation (which includes
LTI, those Laidlaw Acquired Businesses which are incorporated in the U.S., and
other U.S. subsidiaries of LTI which were not acquired in the Laidlaw
Acquisition).

Laidlaw's United States subsidiaries petitioned the United States Tax Court
(captioned as Laidlaw Transportation, Inc. and Subsidiaries et al v.
Commissioner of Internal Revenue. Docket Nos. 9361-94 and 9362-94) with respect
to their consolidated federal income tax returns for the fiscal years ended
August 31, 1986, 1987 and 1988. The principal issue involved related to the
timing and deductibility for tax purposes of interest attributable to loans
owing to related foreign persons. Judge John O. Colvin issued an opinion on June
30, 1998 concluding that advances from Laidlaw's related foreign entity, based
in Holland, were equity rather than debt and that interest deductions claimed
were disallowed. Based on this opinion, taxes of $49.6 million (plus interest of
approximately $91.4 million as of May 31, 1998) would be payable. Laidlaw
expects to appeal this opinion. As of May 31, 1998, Laidlaw had available tax
reserves of more than $200 million for these purposes.

Similar claims have been asserted with respect to the consolidated federal
income tax returns for the fiscal years ended August 31, 1989, 1990 and 1991. A
petition has been filed with the United States Tax Court with respect to these
years (captioned as Laidlaw Transportation, Inc. and Subsidiaries v.
Commissioner of Internal Revenue, Docket No. 329-98). The income taxes at issue
for these years is approximately $143.5 million (plus interest of approximately
$145.3 million as of May 31, 1998.) Laidlaw also anticipates that similar claims
will be asserted for the fiscal years ended August 31, 1992, 1993 and 1994.

Under Treasury Regulations promulgated under Section 1502 of the IRC, each
member of the LTI U.S. Consolidated Tax Group including each LSW Subsidiary, is
or could be severally liable for United States federal income tax liabilities of
the entire LTI U.S. Consolidated Tax Group, including all amounts at issue in
the Tax Controversy which are ultimately determined to be owed.

The Company has obtained an indemnity from Laidlaw and certain of its
subsidiaries (the "Laidlaw Group") which covers the amounts at issue in the Tax
Controversy for which any LSW Subsidiary may ultimately be found liable. The
obligation of the Laidlaw Group to indemnify the Company in respect of amounts
at issue in the Tax controversy is a general, unsecured obligation of the
Laidlaw Group. The ability of the Laidlaw Group to pay and fulfill such
indemnification obligation will depend on the financial condition of the Laidlaw
Group at the time of any required performance of such obligation, as to which
the Company has no assurance.

9
<PAGE> 11

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This Prospectus contains certain statements that are "Forward Looking
Statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Those statements include, among other things, the
discussions of the Company's business strategy and expectations concerning
market position, future operations, margins, profitability, liquidity and
capital resources, as well as statements concerning the integration of the
operations of businesses and assets that have been acquired by the Company and
the achievement of financial benefits and operational efficiencies in connection
therewith. Although the Company believes that the expectations reflected in such
Forward Looking Statements are reasonable, they can give no assurance that such
expectations will prove to be correct. Generally, these statements relate to
business plans or strategies, projected or anticipated benefits or other
consequences of such plans or strategies, number of acquisitions and projected
or anticipated benefits from acquisitions made by or to be made by the Company,
or projections involving anticipated revenues, expenses, earnings, levels of
capital expenditures or other aspects of operating results and financial
conditions. All phases of the operations of the Company are subject to a number
of uncertainties, risks and other influences, many of which are outside the
control of the Company and any one of which, or a combination of which, could
materially affect the results of the Company's operations and whether the
Forward Looking Statements made by the Company ultimately prove to be accurate.
Important factors that could cause actual results to differ materially from the
Company's expectations are disclosed in "Risk Factors."

ACQUISITION TERMS

This Prospectus covers shares of Common Stock, that may be issued from time
to time in the future by the Company on the completion of acquisitions of
assets, businesses or securities or on the payment of dividends on or conversion
of shares of preferred stock or convertible notes issued in connection with such
acquisitions.

It is expected that the terms of acquisitions involving the issuance of the
shares of Common Stock covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the assets, businesses or
securities to be acquired, and that the shares of Common Stock issued will be
valued at prices reasonably related to the market price of the Common Stock
either at the time an agreement is entered into concerning the terms of the
acquisition or at or about the time the shares are delivered. No underwriting
discounts or commissions will be paid, although finder's fees may be paid in
connection with certain acquisitions. Any person receiving such fees may be
deemed to be an "underwriter" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any profit on the resale of shares of
Common Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

SELLING SECURITY HOLDERS

This Prospectus has also been prepared for use by persons who may receive
Common Stock covered by the Registration Statement from the Company in
acquisition transactions and who may be entitled to offer such Common Stock
under circumstances requiring the use of a prospectus (such persons being
referred to as "Selling Security Holders"); provided, however, that no Selling
Security Holder will be authorized to use this Prospectus for an offer of such
Common Stock without first obtaining the consent of the Company. The Company may
consent to the use of this Prospectus by Selling Security Holders for a limited
period of time and subject to limitations and conditions, which may be varied by
agreement between the Company and the Selling Security Holders. Information
identifying any such Selling Security Holder and disclosing such information
concerning the Selling Security Holder and the securities to be sold as may then
be required by the Securities Act and the rules of the Commission will be set
forth in a supplement to this Prospectus.

PLAN OF DISTRIBUTION BY SELLING SECURITY HOLDERS

Resales of such Common Stock may be made on Nasdaq or such other national
securities exchange or quotation service on which the Common Stock may be listed
or quoted at the time of sale, in the over-the-counter market, in private
transactions or pursuant to underwriting agreements. Such resales may be
effected in one or more of the following methods: (i) ordinary brokers'
transactions, which may include long or short sales; (ii) transactions involving
cross or block trades or otherwise on Nasdaq; (iii) purchases by brokers,

10
<PAGE> 12

dealers or underwriters as principal and resale for their own accounts pursuant
to this Prospectus; (iv) "at the market" to or through market makers or into an
existing market for the Common Stock; (v) in other ways not involving market
makers or established trading markets, including direct sales to purchasers or
sales effected through agents; (vi) through transactions in options, swaps or
other derivatives (whether exchange-listed or otherwise); or (vii) any
combination of the foregoing, or by any other legally available means.

Agreements with Selling Security Holders 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 Security Holders enter into custody agreements with one or more banks
with respect to the Common Stock offered; 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 Selling Security Holders may be deemed to be
underwriters within the meaning of the Securities Act.

Brokers, dealers, underwriters or agents participating in the sale of the
Common Stock as principals or agents may receive compensation in the form of
commissions, discounts or concessions from the Selling Security Holders and/or
purchasers of the Common Stock for whom such broker-dealers may act as agent, or
to whom they may sell as principal, or both (which compensation as to a
particular broker-dealer may be less than or in excess of customary
commissions). Sales of Common Stock by such broker, dealer, underwriter or agent
may be made on the Nasdaq or other exchange from time to time at prices related
to prices then prevailing, at prices related to such prevailing prices, at
negotiated prices or at fixed prices, which may be changed. Any such sales may
be by block trade. Any such broker/dealer or agent may be deemed to be an
underwriter within the meaning of the Securities Act, and any commissions earned
by such member firm may be deemed to be underwriting discounts and commissions
under the Securities Act.

Upon the Company being notified by a Selling Security Holder that it
proposed to make a block trade, a prospectus supplement, if required, will be
filed pursuant to Rule 424 under the Securities Act, disclosing the name of the
broker or dealer, the number of shares of Common Stock involved, the price at
which such shares of Common Stock are being sold by such Selling Security
Holder, and the commissions to be paid by such Selling Security Holder to such
broker or dealer.

To comply with the securities laws of certain jurisdictions, if applicable,
the Common Stock will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain
jurisdictions, such securities may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or any exemption from
registration or qualification is available and is complied with.

LEGAL MATTERS

Certain legal matters in connection with the shares of Common Stock offered
hereby will be passed on for the Company by Fried, Frank, Harris, Shriver &
Jacobson (a partnership which includes professional corporations), New York, New
York.

EXPERTS

The audited consolidated financial statements incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts in giving said report.

11
<PAGE> 13

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action. In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.

The Company's Certificate of Incorporation and Bylaws require the Company
to indemnify its directors to the fullest extent permitted under Delaware law.
Pursuant to employment agreements entered into by the Company with its executive
officers and certain other key employees, the Company must indemnify such
officers and employees in the same manner and to the same extent that the
Company is required to indemnify its directors under the Company's Bylaws. The
Company's Certificate limits the personal liability of a director to the
corporation or its stockholders to damages for breach of the director's
fiduciary duty.

The Company has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the registrant, or that
may arise out of their status as directors or officers of the registrant,
including liabilities under the federal and state securities laws. The Company
has entered into indemnification agreements to indemnify its directors to the
extent permitted under Delaware law.

II-1
<PAGE> 14

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following is a list of all the exhibits and financial statement
schedules filed as part of the Registration Statement.

(a) EXHIBITS

II-2
<PAGE> 15

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<C> <C> <S>
4.11 -- 1993 Incentive Stock Plan of the Company. Exhibit 10.3 to
the Company's Registration Statement on Form S-1 (No.
33-73110) is incorporated herein by reference.
4.12 -- 1994 Amended and Restated Non-Employee Director Stock Option
Plan of the Company. Exhibit B to the Company's Definitive
Proxy Statement in accordance with Schedule 14A dated April
28, 1994, is incorporated herein by reference.
4.13 -- Amendment to the 1994 Amended and Restated Non-Employee
Director Stock Option Plan. Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q dated August 10, 1995, is
incorporated herein by reference.
4.14 -- Amended and Restated 1994 Incentive Stock Plan. Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q dated May 31,
1996, is incorporated herein by reference.
4.15 -- Indenture, dated as of May 15, 1997, by and among the
Company and First Bank National Association with respect to
the Senior Discount Notes and Exchange Notes. Exhibit 4.1 to
the Company's Registration Statement on Form S-4 (No.
333-31231) is incorporated herein by reference.
4.16 -- Indenture, dated as of December 1, 1996, by and among the
Company, the Guarantors and First Bank National Association
with respect to the 1996 Notes and Exchange Notes. Exhibit
4.1 to the Company's Registration Statement on Form S-4 (No.
333-22575) is incorporated herein by reference.
4.17 -- First Supplemental Indenture dated December 30, 1996 related
to the 1996 Notes. Exhibit 4.2 to the Company's Registration
Statement on Form S-4 (No. 333-22575) is incorporated herein
by reference.
4.18 -- Second Supplemental Indenture dated April 30, 1997 related
to the 1996 Notes. Exhibit 4.3 to the Company's Registration
Statement on Form S-4 (No. 333-22575) is incorporated herein
by reference.
4.19 -- Senior Subordinated Guarantee dated as of December 1, 1996
related to the 1996 Notes. Exhibit 4.5 to the Company's
Registration Statement on Form S-4 (No. 333-22575) is
incorporated herein by reference.
4.20 -- Amendment No. 1 to the 1991 Incentive Stock Plan dated
November 1, 1996. Exhibit 4.20 to the Company's Annual
Report on Form 10-K dated March 31, 1998 is incorporated
herein by reference.
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel
to Allied, as to the legality of the common stock being
offered.
10.1 -- Agreement dated September 17, 1996, between Allied Waste
Industries, Inc., and the Laidlaw Group. Exhibit 10.1 to the
Company's Current Report on Form 8-K dated October 2, 1996,
is incorporated herein by reference.
10.2 -- Credit Agreement among the Company, Allied NA, and the
various lenders represented by Goldman Sachs Credit
Partners, L.P., Credit Suisse and Citibank, N.A. dated
December 30, 1996. Exhibit 10.11 to the Company's report on
Form 10-K for the year ended December 31, 1996 is
incorporated herein by reference.
10.3 -- Securities Purchase Agreement dated April 21, 1997 between
Apollo Investment Fund III, L.P., Apollo Overseas Partners
III, L.P., and Apollo (U.K.) Partners III, L.P.; Blackstone
Capital Partners II Merchant Banking Fund L.P., Blackstone
Offshore Capital Partners II L.P. and Blackstone Family
Investment Partnership II L.P.; Laidlaw Inc. and Laidlaw
Transportation, Inc.; and Allied Waste Industries, Exhibit
10.1 to the Company's report on Form 10-Q for the quarter
ended March 31, 1997 is incorporated herein by reference.
10.4 -- Shareholders Agreement dated as of April 14, 1997 between
Allied Waste Industries, Inc. and Apollo Investment Fund
III, L.P., Apollo Overseas Partners III, L.P., and Apollo
(U.K.) Partners III, L.P.; Blackstone Capital Partners II
Merchant Banking Fund L.P., Blackstone Offshore Capital
Partners II L.P. and Blackstone Family Investment
Partnership II L.P. Exhibit 10.2 to the Company's report on
Form 10-Q for the quarter ended March 31, 1997 is
incorporated herein by reference.
10.5 -- Amended and Restated Shareholders Agreement dated as of
April 21, 1997 between Allied Waste Industries, Inc. and
Apollo Investment Fund III, L.P., Apollo Overseas Partners
III, L.P., and Apollo (U.K.) Partners III, L.P.; Blackstone
Capital Partners II Merchant Banking Fund L.P., Blackstone
Offshore Capital Partners II L.P. and Blackstone Family
Investment Partnership II L.P. Exhibit 10.3 to the Company's
report on Form 10-Q for the quarter ended March 31, 1997 is
incorporated herein by reference.
</TABLE>

II-3
<PAGE> 16

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<C> <C> <S>
10.6 -- Registration Rights Agreement dated as of April 21, 1997
between Allied Waste Industries, Inc. and Apollo Investment
Fund III, L.P., Apollo Overseas Partners III, L.P., and
Apollo (U.K.) Partners III, L.P.; Blackstone Capital
Partners II Merchant Banking Fund L.P., Blackstone Offshore
Capital Partners II L.P. and Blackstone Family Investment
Partnership II L.P. Exhibit 10.4 to the Company's report on
Form 10-Q for the quarter ended March 31, 1997 is
incorporated herein by reference.
10.7 -- Amended and Restated Credit Agreement dated as of June 5,
1997 among the Company, Allied Waste North America, the
Lenders referred to therein and Credit Suisse First Boston,
Goldman Sachs Credit Partners L.P., and Citibank, N.A., as
agents. Exhibit 10.1 to the Company's report on Form 10-Q
for the quarter ended June 30, 1997 is incorporated herein
by reference.
10.8 -- Executive Employment Agreement between the Company and with
Henry L. Hirvela dated June 6, 1997. Exhibit 10.2 to the
Company's report on Form 10-Q for the quarter ended June 30,
1997 is incorporated herein by reference.
10.9 -- Third Amendment to Executive Employment Agreement between
the Company and with Thomas H. Van Weelden dated January 30,
1997. Exhibit 10.3 to the Company's report on Form 10-Q for
the quarter ended June 30, 1997 is incorporated herein by
reference.
10.10 -- Executive Employment Agreement between the Company and with
Larry D. Henk dated June 6, 1997. Exhibit 10.4 to the
Company's report on Form 10-Q for the quarter ended June 30,
1997 is incorporated herein by reference.
10.11 -- Executive Employment Agreement between the Company and with
Steven M. Helm dated June 6, 1997. Exhibit 10.5 to the
Company's report on Form 10-Q for the quarter ended June 30,
1997 is incorporated herein by reference.
10.12 -- Third Amendment to Executive Employment Agreement between
the Company and with Roger A. Ramsey dated January 30, 1997,
Exhibit 10.6 to the Company's report on Form 10-Q for the
quarter ended June 30, 1997 is incorporated herein by
reference.
10.13 -- Registration Rights Agreement, dated as of December 5, 1996,
by and among the Company, Goldman, Sachs & Co., Merrill
Lynch & Co., and Credit Suisse First Boston. Exhibit 10.1 to
the Company's Registration Statement on Form S-4 (No.
333-31231) is incorporated herein by reference.
10.14 -- Executive Employment Agreement between the Company and with
Peter S. Hathaway dated June 6, 1997. Exhibit 10.14 to the
Company's Annual Report on Form 10-K dated March 31, 1998 is
incorporated herein by reference.
10.15 -- Executive Employment Agreement between the Company and with
Michael G. Hannon dated June 6, 1997. Exhibit 10.15 to the
Company's Annual Report on Form 10-K dated March 31, 1998 is
incorporated herein by reference.
10.16 -- Share Purchase Agreement between Allied Waste Industries,
Inc. and Allied Waste Holdings (Canada) Ltd. and Laidlaw
Waste Systems, Inc. and USA Waste Services, Inc. and
Canadian Waste Services Inc. dated January 15, 1997. Exhibit
10.0 to the Company's report on Form 8-K dated January 30,
1997 is incorporated herein by reference.
12.1 -- Ratio of earnings to fixed charges for the five years ended
December 31, 1997. Exhibit 12 to the Company's Annual Report
on Form 10-K dated March 31, 1998 is incorporated herein by
reference.
12.2 -- Ratio of earnings to fixed charges for the three months
ended March 31, 1997 and 1998. Exhibit 12 to the Company's
Quarterly Report on Form 10-Q dated May 14, 1998 is
incorporated herein by reference.
21 -- Subsidiaries of the Registrant. Exhibit 21 to the Company's
report on Form 10-K for the year ended December 31, 1996 is
incorporated herein by reference.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in its opinion filed as Exhibit 5.1 hereto).
24 -- Power of Attorney (included on the signature page to the
originally filed Registration Statement).
27.1 -- Financial Data Schedule for the year ended December 31,
1997. Exhibit 27.1 to the Company's Annual Report on Form
10-K dated March 31, 1998 is incorporated herein by
reference.
</TABLE>

II-4
<PAGE> 17

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<C> <C> <S>
27.2 -- Restated Financial Data Schedule for the year ended December
31, 1996. Exhibit 27.2 to the Company's Annual Report on
Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.3 -- Restated Financial Data Schedule for the year ended December
31, 1995. Exhibit 27.3 to the Company's Annual Report on
Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.4 -- Restated Financial Data Schedule for the three months ended
March 31, 1997. Exhibit 27.4 to the Company's Annual Report
on Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.5 -- Restated Financial Data Schedule for the six months ended
June 30, 1997. Exhibit 27.5 to the Company's Annual Report
on Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.6 -- Restated Financial Data Schedule for the nine months ended
September 30, 1997. Exhibit 27.6 to the Company's Annual
Report on Form 10-K dated March 31, 1998 is incorporated
herein by reference.
27.7 -- Restated Financial Data Schedule for the three months ended
March 31, 1996. Exhibit 27.7 to the Company's Annual Report
on Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.8 -- Restated Financial Data Schedule for the six months ended
June 30, 1996. Exhibit 27.8 to the Company's Annual Report
on Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.9 -- Restated Financial Data Schedule for the nine months ended
September 30, 1996. Exhibit 27.9 to the Company's Annual
Report on Form 10-K dated March 31, 1998 is incorporated
herein by reference.
27.10 -- Financial Data Schedule for the three months ended March 31,
1998. Exhibit 27.1 to the Company's Quarterly Report on Form
10-Q dated May 14, 1998 is incorporated herein by reference.
27.11 -- Financial Data Schedule for the three months ended March 31,
1997. Exhibit 27.2 to the Company's Quarterly Report on Form
10-Q dated May 14, 1998 is incorporated herein by reference.
</TABLE>

(b) FINANCIAL STATEMENT SCHEDULES

Schedules are omitted since the information required to be submitted has
been included in the Consolidated Financial Statements of Allied Waste
Industries, Inc. or the notes thereto, or the required information is not
applicable.

ITEM 22. UNDERTAKINGS

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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(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; (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-

II-5
<PAGE> 18

effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.

The registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415 (sec. 230.415 of this chapter), will
be filed as a part of an amendment to the registration statement and will not be
used until such amendment is effective, and that, for purposes 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.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 for 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.

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 registration statement through the date
of responding to the request.

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-6
<PAGE> 19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, State of
Arizona, on August 5, 1998.

ALLIED WASTE INDUSTRIES, INC.

By: /s/ HENRY L. HIRVELA
------------------------------------
Henry L. Hirvela
Vice President -- Chief Financial
Officer

POWER OF ATTORNEY

Each of the undersigned hereby appoints Thomas H. Van Weelden, Henry L.
Hirvela, James S. Eng, and each of them, with full power to act alone, as
attorney and agents for the undersigned, with full power of substitution, for
and in the name place and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any and all acts and
things whatsoever requisite or desirable.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on August 5, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>

/s/ ROGER A. RAMSEY Chairman of the Board of Directors
- -----------------------------------------------------
Roger A. Ramsey

/s/ THOMAS H. VAN WEELDEN Director, President and Chief Executive
- ----------------------------------------------------- Officer
Thomas H. Van Weelden (Principal Executive Officer)

/s/ HENRY L. HIRVELA Vice President -- Chief Financial Officer
- ----------------------------------------------------- (Principal Financial Officer)
Henry L. Hirvela

/s/ JAMES S. ENG Corporate Controller
- ----------------------------------------------------- (Principal Accounting Officer)
James S. Eng

/s/ NOLAN LEHMANN Director
- -----------------------------------------------------
Nolan Lehmann

/s/ DAVID B. KAPLAN Director
- -----------------------------------------------------
David B. Kaplan

/s/ MICHAEL GROSS Director
- -----------------------------------------------------
Michael Gross

/s/ ANTONY P. RESSLER Director
- -----------------------------------------------------
Antony P. Ressler

/s/ HOWARD A. LIPSON Director
- -----------------------------------------------------
Howard A. Lipson

/s/ DENNIS HENDRIX Director
- -----------------------------------------------------
Dennis Hendrix

/s/ WARREN B. RUDMAN Director
- -----------------------------------------------------
Warren B. Rudman

/s/ VINCENT TESE Director
- -----------------------------------------------------
Vincent Tese
</TABLE>

II-7
<PAGE> 20

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<C> <C> <S>
2.1 -- Stock Purchase Agreement dated September 17, 1996 among the
Company, Allied NA, 3294862 Canada Inc., Laidlaw Inc.,
Laidlaw Transportation, Inc., Laidlaw Waste Systems, Inc.,
Laidlaw Waste Systems (Canada) Ltd. and Laidlaw Medical
Services Ltd. Exhibit 2.1 to the Company's Current Report on
Form 8-K dated October 2, 1996, is incorporated herein by
reference.
2.2 -- Purchase Agreement relating to the 1996 Notes dated November
25, 1996. Exhibit 2.1 to the Company's Current Report on
Form 8-K dated December 19, 1996, is incorporated herein by
reference.
2.3 -- Share Purchase Agreement dated January 15, 1997 among the
Company, Allied Waste Holdings (Canada) Ltd., Laidlaw Waste
Systems, Inc., USA Waste Services, Inc. and Canadian Waste
Services, Inc. Exhibit 10.0 to the Company's Current Report
on Form 8-K dated January 30, 1997, is incorporated herein
by reference.
3.1 -- Amended Certificate of Incorporation of the Company
(Incorporated herein by reference to Exhibit 3.1 to the
Company's report on Form 10-K for the fiscal year ended
December 31, 1996.).
3.2 -- Certificate of Designation, Preferences, Rights and
Limitations of 7% Cumulative Convertible Preferred Stock,
par value $.10 per share dated April 27, 1994. Exhibit 3.2
to Post-Effective Amendment Number 1 to the Company's
Registration Statement on Form S-1 (No. 33-75070) is
incorporated herein by reference.
3.3 -- Amended and Restated Bylaws of the Company as of May 13,
1997. Exhibit 3.2 to the Company's report on Form 10-Q for
the quarter ended June 30, 1997 is incorporated herein by
reference.
4.1 -- Specimen certificate for shares of Common Stock par value
$.01 per share. Exhibit 4.2 of the Company's Registration
Statement on Form S-1 (No. 33-48507) is incorporated herein
by reference.
4.2 -- Indenture relating to the 1994 Notes dated January 15, 1994
between the Company and First Trust National Association, as
trustee ("First Trust"). Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (No. 33-73110) is
incorporated herein by reference.
4.3 -- Specimen certificate representing the 1994 Notes. Exhibit
4.2 of the Company's Registration Statement on Form S-1 (No.
33-48507) is incorporated herein by reference.
4.4 -- Second Supplemental Indenture relating to the 1994 Notes
dated June 30, 1994 between the Company and First Trust.
Exhibit 1.1 to the Company's Current Report on Form 8-K
dated December 29, 1994, is incorporated herein by
reference.
4.5 -- Third Supplemental Indenture relating to the 1994 Notes
dated January 31, 1995 between the Company and First Trust.
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
dated August 10, 1995, is incorporated herein by reference.
4.6 -- Fourth Supplemental Indenture relating to the 1994 Notes
dated January 23, 1996, between the Company and First Trust.
Exhibit 10.1 to the Company's Current Report on Form 8-K
dated January 22, 1996, is incorporated herein by reference.
4.7 -- Fifth Supplemental Indenture relating to the 1994 Notes
dated July 30, 1996 between the Company and First Trust,
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
dated August 14, 1996, is incorporated herein by reference.
4.8 -- Indenture relating to the 1996 Notes dated February 28, 1997
between the Company and First Trust. Exhibit 4.1 to the
Company's Registration Statement on Form S-4 (No. 333-
22575) is incorporated herein by reference.
4.9 -- 1991 Incentive Stock Plan of the Company. Exhibit 10.T to
the Company's Form 10 dated May 14, 1991, is incorporated
herein by reference.
4.10 -- 1991 Non-Employee Director Stock Plan of the Company.
Exhibit 10.U to the Company's Form 10 dated May 14, 1991, is
incorporated herein by reference.
4.11 -- 1993 Incentive Stock Plan of the Company. Exhibit 10.3 to
the Company's Registration Statement on Form S-1 (No.
33-73110) is incorporated herein by reference.
4.12 -- 1994 Amended and Restated Non-Employee Director Stock Option
Plan of the Company. Exhibit B to the Company's Definitive
Proxy Statement in accordance with Schedule 14A dated April
28, 1994, is incorporated herein by reference.
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<C> <C> <S>
4.13 -- Amendment to the 1994 Amended and Restated Non-Employee
Director Stock Option Plan. Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q dated August 10, 1995, is
incorporated herein by reference.
4.14 -- Amended and Restated 1994 Incentive Stock Plan. Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q dated May 31,
1996, is incorporated herein by reference.
4.15 -- Indenture, dated as of May 15, 1997, by and among the
Company and First Bank National Association with respect to
the Senior Discount Notes and Exchange Notes. Exhibit 4.1 to
the Company's Registration Statement on Form S-4 (No.
333-31231) is incorporated herein by reference.
4.16 -- Indenture, dated as of December 1, 1996, by and among the
Company, the Guarantors and First Bank National Association
with respect to the 1996 Notes and Exchange Notes. Exhibit
4.1 to the Company's Registration Statement on Form S-4 (No.
333-22575) is incorporated herein by reference.
4.17 -- First Supplemental Indenture dated December 30, 1996 related
to the 1996 Notes. Exhibit 4.2 to the Company's Registration
Statement on Form S-4 (No. 333-22575) is incorporated herein
by reference.
4.18 -- Second Supplemental Indenture dated April 30, 1997 related
to the 1996 Notes. Exhibit 4.3 to the Company's Registration
Statement on Form S-4 (No. 333-22575) is incorporated herein
by reference.
4.19 -- Senior Subordinated Guarantee dated as of December 1, 1996
related to the 1996 Notes. Exhibit 4.5 to the Company's
Registration Statement on Form S-4 (No. 333-22575) is
incorporated herein by reference.
4.20 -- Amendment No. 1 to the 1991 Incentive Stock Plan dated
November 1, 1996. Exhibit 4.20 to the Company's Annual
Report on Form 10-K dated March 31, 1998 is incorporated
herein by reference.
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel
to Allied, as to the legality of the common stock being
offered.
10.1 -- Agreement dated September 17, 1996, between Allied Waste
Industries, Inc., and the Laidlaw Group. Exhibit 10.1 to the
Company's Current Report on Form 8-K dated October 2, 1996,
is incorporated herein by reference.
10.2 -- Credit Agreement among the Company, Allied NA, and the
various lenders represented by Goldman Sachs Credit
Partners, L.P., Credit Suisse and Citibank, N.A. dated
December 30, 1996. Exhibit 10.11 to the Company's report on
Form 10-K for the year ended December 31, 1996 is
incorporated herein by reference.
10.3 -- Securities Purchase Agreement dated April 21, 1997 between
Apollo Investment Fund III, L.P., Apollo Overseas Partners
III, L.P., and Apollo (U.K.) Partners III, L.P.; Blackstone
Capital Partners II Merchant Banking Fund L.P., Blackstone
Offshore Capital Partners II L.P. and Blackstone Family
Investment Partnership II L.P.; Laidlaw Inc. and Laidlaw
Transportation, Inc.; and Allied Waste Industries, Exhibit
10.1 to the Company's report on Form 10-Q for the quarter
ended March 31, 1997 is incorporated herein by reference.
10.4 -- Shareholders Agreement dated as of April 14, 1997 between
Allied Waste Industries, Inc. and Apollo Investment Fund
III, L.P., Apollo Overseas Partners III, L.P., and Apollo
(U.K.) Partners III, L.P.; Blackstone Capital Partners II
Merchant Banking Fund L.P., Blackstone Offshore Capital
Partners II L.P. and Blackstone Family Investment
Partnership II L.P. Exhibit 10.2 to the Company's report on
Form 10-Q for the quarter ended March 31, 1997 is
incorporated herein by reference.
10.5 -- Amended and Restated Shareholders Agreement dated as of
April 21, 1997 between Allied Waste Industries, Inc. and
Apollo Investment Fund III, L.P., Apollo Overseas Partners
III, L.P., and Apollo (U.K.) Partners III, L.P.; Blackstone
Capital Partners II Merchant Banking Fund L.P., Blackstone
Offshore Capital Partners II L.P. and Blackstone Family
Investment Partnership II L.P. Exhibit 10.3 to the Company's
report on Form 10-Q for the quarter ended March 31, 1997 is
incorporated herein by reference.
10.6 -- Registration Rights Agreement dated as of April 21, 1997
between Allied Waste Industries, Inc. and Apollo Investment
Fund III, L.P., Apollo Overseas Partners III, L.P., and
Apollo (U.K.) Partners III, L.P.; Blackstone Capital
Partners II Merchant Banking Fund L.P., Blackstone Offshore
Capital Partners II L.P. and Blackstone Family Investment
Partnership II L.P. Exhibit 10.4 to the Company's report on
Form 10-Q for the quarter ended March 31, 1997 is
incorporated herein by reference.
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<C> <C> <S>
10.7 -- Amended and Restated Credit Agreement dated as of June 5,
1997 among the Company, Allied Waste North America, the
Lenders referred to therein and Credit Suisse First Boston,
Goldman Sachs Credit Partners L.P., and Citibank, N.A., as
agents. Exhibit 10.1 to the Company's report on Form 10-Q
for the quarter ended June 30, 1997 is incorporated herein
by reference.
10.8 -- Executive Employment Agreement between the Company and with
Henry L. Hirvela dated June 6, 1997. Exhibit 10.2 to the
Company's report on Form 10-Q for the quarter ended June 30,
1997 is incorporated herein by reference.
10.9 -- Third Amendment to Executive Employment Agreement between
the Company and with Thomas H. Van Weelden dated January 30,
1997. Exhibit 10.3 to the Company's report on Form 10-Q for
the quarter ended June 30, 1997 is incorporated herein by
reference.
10.10 -- Executive Employment Agreement between the Company and with
Larry D. Henk dated June 6, 1997. Exhibit 10.4 to the
Company's report on Form 10-Q for the quarter ended June 30,
1997 is incorporated herein by reference.
10.11 -- Executive Employment Agreement between the Company and with
Steven M. Helm dated June 6, 1997 Exhibit 10.5 to the
Company's report on Form 10-Q for the quarter ended June 30,
1997 is incorporated herein by reference.
10.12 -- Third Amendment to Executive Employment Agreement between
the Company and with Roger A. Ramsey dated January 30, 1997,
Exhibit 10.6 to the Company's report on Form 10-Q for the
quarter ended June 30, 1997 is incorporated herein by
reference.
10.13 -- Registration Rights Agreement, dated as of December 5, 1996,
by and among the Company, Goldman, Sachs & Co., Merrill
Lynch & Co., and Credit Suisse First Boston. Exhibit 10.1 to
the Company's Registration Statement on Form S-4 (No.
333-31231) is incorporated herein by reference.
10.14 -- Executive Employment Agreement between the Company and with
Peter S. Hathaway dated June 6, 1997. Exhibit 10.14 to the
Company's Annual Report on Form 10-K dated March 31, 1998 is
incorporated herein by reference.
10.15 -- Executive Employment Agreement between the Company and with
Michael G. Hannon dated June 6, 1997. Exhibit 10.15 to the
Company's Annual Report on Form 10-K dated March 31, 1998 is
incorporated herein by reference.
10.16 -- Share Purchase Agreement between Allied Waste Industries,
Inc. and Allied Waste Holdings (Canada) Ltd. and Laidlaw
Waste Systems, Inc. and USA Waste Services, Inc. and
Canadian Waste Services Inc. dated January 15, 1997. Exhibit
10.0 to the Company's report on Form 8-K dated January 30,
1997 is incorporated herein by reference.
12.1 -- Ratio of earnings to fixed charges for the five years ended
December 31, 1997. Exhibit 12 to the Company's Annual Report
on Form 10-K dated March 31, 1998 is incorporated herein by
reference.
12.2 -- Ratio of earnings to fixed charges for the three months
ended March 31, 1997 and 1998. Exhibit 12 to the Companies
Quarterly Report on Form 10-Q dated May 14, 1998 is
incorporated herein by reference.
21 -- Subsidiaries of the Registrant. Exhibit 21 to the Company's
report on Form 10-K for the year ended December 31, 1996 is
incorporated herein by reference.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in its opinion filed as Exhibit 5.1 hereto).
24 -- Power of Attorney (included on the signature page to the
originally filed Registration Statement).
27.1 -- Financial Data Schedule for the year ended December 31,
1997. Exhibit 27.1 to the Company's Annual Report on Form
10-K dated March 31, 1998 is incorporated herein by
reference.
27.2 -- Restated Financial Data Schedule for the year ended December
31, 1996. Exhibit 27.2 to the Company's Annual Report on
Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.3 -- Restated Financial Data Schedule for the year ended December
31, 1995. Exhibit 27.3 to the Company's Annual Report on
Form 10-K dated March 31, 1998 is incorporated herein by
reference.
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<C> <C> <S>
27.4 -- Restated Financial Data Schedule for the three months ended
March 31, 1997. Exhibit 27.4 to the Company's Annual Report
on Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.5 -- Restated Financial Data Schedule for the six months ended
June 30, 1997. Exhibit 27.5 to the Company's Annual Report
on Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.6 -- Restated Financial Data Schedule for the nine months ended
September 30, 1997. Exhibit 27.6 to the Company's Annual
Report on Form 10-K dated March 31, 1998 is incorporated
herein by reference.
27.7 -- Restated Financial Data Schedule for the three months ended
March 31, 1996. Exhibit 27.7 to the Company's Annual Report
on Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.8 -- Restated Financial Data Schedule for the six months ended
June 30, 1996. Exhibit 27.8 to the Company's Annual Report
on Form 10-K dated March 31, 1998 is incorporated herein by
reference.
27.9 -- Restated Financial Data Schedule for the nine months ended
September 30, 1996. Exhibit 27.9 to the Company's Annual
Report on Form 10-K dated March 31, 1998 is incorporated
herein by reference.
27.10 -- Financial Data Schedule for the three months ended March 31,
1998. Exhibit 27.1 to the Company's Quarterly Report on Form
10-Q dated May 14, 1998 is incorporated herein by reference.
27.11 -- Financial Data Schedule for the three months ended March 31,
1997. Exhibit 27.2 to the Company's Quarterly Report on Form
10-Q dated May 14, 1998 is incorporated herein by reference.
</TABLE>

<PAGE> 1

[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]

EXHIBIT 5.1

212-859-8164
August 4, 1998 (FAX: 212-859-8586)

Allied Waste Industries, Inc.
15880 North Greenway-Hayden Loop, Suite 100
Scottsdale, Arizona 85260

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to Allied Waste Industries, Inc., a
Delaware corporation (the "Company"), in connection with the registration,
pursuant to a Registration Statement on Form S-4 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), of
20,000,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"). With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated, and we
express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon. Capitalized terms used herein have the
meanings set forth in the Registration Statement, unless otherwise defined
herein.

In connection with this opinion, we have (i) investigated such questions of
law, (ii) examined originals or certified, conformed or reproduction copies of
such agreements, instruments, documents and records of the Company, such
certificates of public officials and such other documents, and (iii) received
such information from officers and representatives of the Company as we have
deemed necessary or appropriate for the purposes of this opinion. In all
examinations, we have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures, the authenticity of
original and certified documents and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, we have
relied upon, and assume the accuracy of, certificates and oral or written
statements and other information of or from representatives of the Company and
others.

Based upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that the shares of Common
Stock, when the terms of the issuance and sale thereof have been duly approved
by the Board of Directors of the Company in conformity with the Company's
Restated Certificate of Incorporation, and when issued and delivered against
payment therefor in accordance with the agreement pursuant to which such shares
are sold and for an amount in excess of the par value thereof, will be validly
issued, fully paid and non-assessable.

The opinion expressed herein is limited to the General Corporation Law of
the State of Delaware, as currently in effect.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the "Legal
Matters" in the Prospectus and "Legal Matters" in any Prospectus Supplement
forming part of the Registration Statement. In giving such consents, we do not
hereby admit that we are in the category of such persons whose consent is
required under Section 7 of the Securities Act.

Very truly yours,

Fried, Frank, Harris, Shriver &
Jacobson

By: /s/ DAVID C. GOLAY
------------------------------------
David C. Golay

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 16,
1998 included in Allied Waste Industries, Inc.'s Form 10-K for the year ended
December 31, 1997 and to all references to our firm included in this
registration statement.

ARTHUR ANDERSEN LLP

Phoenix, Arizona,
July 31, 1998.