Prospectus Supplement dated August 1, 1996, to the
Prospectus of United Waste Systems, Inc., dated May 31, 1994
(the "Prospectus") (included in Post Effective Amendment No.
1 on Form S-3 to Registration Statement on Form S-1, No. 33-
62420)
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Capitalized terms used herein and not defined herein have
the meanings set forth in the Prospectus.
The Prospectus under the caption "Selling Security
Holders" indicates that James F. Cleary and Barbra M. Cleary
are Selling Security Holders with respect to, among other
shares, 9,890 shares of Common Stock of United Waste Systems,
Inc., underlying Specified Warrants owned by James F. Cleary
and Barbra M. Cleary. The Prospectus under the caption
"Additional Information Concerning Warrants and Acquisition
Options" indicates that such warrants provide for an exercise
price per share of $10.112. As a result of a two-for-one
stock split effected by the Company (as reported in the
Company's Report on Form 8-K dated June 18, 1996), the number
of shares of Common Stock underlying such warrants increased
to 19,780 and the exercise price per share was reduced by
50%.
James F. Cleary and Barbra M. Cleary have sold to
PaineWebber Incorporated such Specified Warrants and, upon
consummation of such sale, PaineWebber Incorporated became a
Selling Security Holder for purposes of the Prospectus with
respect to the 19,890 shares of Common Stock underlying such
Specified Warrants sold to it (in addition to the shares that
the Prospectus as heretofore supplemented indicates
PaineWebber is a Selling Security Holder with respect to).
In the list of Selling Security Holders that appears in
the Prospectus under the caption "Selling Security Holders,"
there is a reference to footnote 3 next to the number "10,000"
that appears opposite PaineWebber Incorporated's name. A
reference to footnote 2 should replace such reference to
footnote 3.
