Prospectus Supplement No. 1 dated January 24, 1997,
to the Prospectus (the "Prospectus") of United Waste
Systems, Inc.(the "Company"), dated November 22, 1996
(included in Registration Statement on
Form S-3, No. 333-11109)
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The Prospectus under the caption "Selling Security Holders"
contains a table (the "Table") that identifies the Selling Security
Holders and the securities covered by the Prospectus. The Table is
amended and supplemented as provided below. The Prospectus covers
all securities shown in the Table as so amended and supplemented.
Capitalized terms used herein and not defined herein have the
meanings set forth in the Prospectus.
A. Amendment of Existing Information
---------------------------------
The principal amount of Notes beneficially owned by two of the
Selling Security Holders named in the Prospectus has changed.
Revised information with respect to such Selling Security Holders
is set forth below and replaces the information that is currently
in the Table with respect to such Selling Security Holders.
# of Shares
of Common
Principal Stock
Amount of Issuable Upon
Notes Conversion
Selling Security Holder Owned Of Notes
- -------------------------- ----------- ------------
Bond Fund Series-
Oppenheimer Bond Fund
For Growth $ 5,500,000 169,230
Highbridge Capital Corporation 4,000,000 123,076
B. Identification of Additional Selling Security Holders
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The Table is supplemented by adding to it the following
additional Selling Security Holders:
# of Shares
of Common
Principal Stock
Amount of Issuable Upon
Notes Conversion
Selling Security Holder Owned Of Notes
- -------------------------- ----------- ------------
Bank of America Convertible
Securities Fund $ 50,000 1,538
Bankers Trust International
PLC 5,000,000 153,846
Deutsche Morgan Grenfell
Inc. 500,000 15,384(1)
Pacific Horizon Capital
Income Fund 175,000 5,384
The Catholic Mutual Relief
Society of America 200,000 6,153
The Catholic Mutual Relief
Society of America
Retirement
Plan & Trust 300,000 9,230
Zazove Convertible Fund, L.P. 900,000 27,692
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(1) As of January 10, 1997, Deutsche Morgan Grenfell Inc. was the
owner of 12,641 outstanding shares of Common Stock. Such shares
are not covered by the Prospectus.
