ALLIED WASTE INDUSTRIES INC
8-K, 1998-12-08
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
        Date of Report (Date of earliest event reported) December 7, 1998



                          ALLIED WASTE INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


                                    Delaware
         (State or other jurisdiction of incorporation or organization.)

                  0-19285                              88-0228636
           (Commission File Number)          (IRS Employer Identification No.)


15880 North Greenway-Hayden Loop, Suite 100
         Scottsdale, Arizona                                85260
 (Address of principal executive offices)               (Zip Code)



       Registrant's telephone number, including area code: (602) 423-2946



                                 Not Applicable
          (Former name or former address, if changed since last report)





<PAGE>



Item 5.  Other Events

On December 7, 1998 Allied Waste  Industries,  Inc.  ("Allied")  announced  that
Allied Waste North America, Inc., its direct, wholly-owned subsidiary,  ("AWNA",
and together  with Allied,  the  "Company"),  is offering  pursuant to Rule 144A
under the Securities  Act of 1933 $1.5 billion in senior  unsecured  notes.  The
securities offered consist of $200 million aggregate  principal amount of Senior
Notes due 2003;  $500  million  aggregate  principal  amount of Senior Notes due
2005; and $800 million aggregate  principal amount of Senior Notes due 2008 (the
"Senior Notes").

AWNA  intends to use a portion of the proceeds  from the proposed  sale of these
notes to fund the previously  announced cash tender offer to purchase all of its
10.25% Senior  Subordinated Notes due 2006 and all of the 11.30% Senior Discount
Notes due 2007 of its parent,  Allied.  The  remaining  proceeds will be used to
repay borrowings under its outstanding credit facility and for general corporate
purposes.

The offer of the Senior Notes has not been  registered  under the Securities Act
of 1933 (the  "Securities  Act") and may not be  offered  or sold in the  United
States absent  registration  under the  Securities  Act or an exemption from the
registration requirements of the Securities Act.





































<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant,  Allied Waste Industries,  Inc., has caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.


                                ALLIED WASTE INDUSTRIES, INC.

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



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

Date:  December 8, 1998

































<PAGE>



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