Prospectus Supplement No. 2 dated July 9, 1997, to the Prospectus
of United Waste Systems, Inc., dated August 22, 1996 (the
"Prospectus") (included in Registration Statement on Form S-3,
No. 333-7991)
The Prospectus under the caption "Selling Security Holders"
indicates that Clydene Chiesa, as Executrix of the Estate of John
Chiesa (the "Chiesa Estate"), is a Selling Security Holder with
respect to 146,153 shares of Common Stock of United Waste Systems,
Inc. The Chiesa Estate has heretofore transferred a portion of such
shares to various transferees in private placements. The table
below lists each such transferee and the number of shares of the
Company acquired by each such transferee.
Name Number of Shares
- ---- ----------------
Clydene B. Chiesa Trustee for the
John Chiesa Testamentary Trust A
dated 2/25/97 11,850
Clydene B. Chiesa Trustee for the
John Chiesa Testamentary Trust B-Exempt
dated 2/25/97 7,358
Clydene B. Chiesa Trustee for the
John Chiesa Testamentary Trust B-Nonexempt
dated 2/25/97 31,369
Clydene B. Chiesa Trustee for the
Clydene B. Chiesa Family Trust
dated 4/16/97 65,576
Each stockholder named in the above table is a Selling Security
Holder for purposes of the Prospectus with respect to the number of
shares of Common Stock listed opposite such stockholder's name in
the table. Capitalized terms used herein and not defined herein
have the meanings set forth in the Prospectus. The information
contained in this Prospectus Supplement No. 2 supersedes the
information contained in Prospectus Supplement No. 1 to the
Prospectus.
