Prospectus Supplement No. 2 dated March 11, 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 (as heretofore supplemented) 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 supplemented by adding to it the
additional Selling Security Holders set forth 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.
# of Shares
of Common
Principal Stock
Amount of Issuable Upon
Notes Conversion
Selling Security Holder Owned($) Of Notes
- -------------------------- ----------- ------------
CFW-C, L.P.(1) 5,500,000(2) 169,230
Donaldson, Lufkin &
Jenrette Securities Corp. 1,000,000 30,769
Highbridge Capital
Corporation, Amalgamated
Gadget, L.P. as agent 250,000 7,692
Massachusetts Mutual Life
Insurance Company 1,150,000 35,384
MassMutual Corporate
Investors 250,000 7,692
MassMutual Corporate
Value Partners Limited 500,000 15,384
MassMutual Participation
Investors 100,000 3,076
McMahan Securities
Company, L.P. 1,250,000 38,461
Merrill Lynch, Pierce,
Fenner& Smith
Incorporated(3) 2,040,000(4) 62,769
Paloma Securities L.L.C. 4,500,000 138,461
Q Investments, L.P. 750,000 23,076
Societe Generale Securities
Corp. 1,000,000 30,769
Tiedemann Boltres Partners-
Robert Citrino Execution 550,000 16,923
TQA Arbitrage Fund, L.P. 500,000 15,384
TQA Vantage Fund, Ltd. 500,000 15,384
TQA Leverage Fund, L.P. 500,000 15,384
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(1) The information with respect to this Selling Security Holder
is as of March 11, 1997, and supersedes the information with
respect this Selling Security Holder that was contained in the
Table prior to its being supplemented hereby.
(2) Does not include an additional $1,500,000 principal amount of
Notes owned by the indicated Selling Security Holder which are
freely tradeable without restriction under the Securities Act of
1933.
(3) The indicated Selling Security Holder has from time to time
provided, and may in the future provide, certain investment banking
services to the Company.
(4) Does not include an additional $250,000 principal amount of
Notes owned by the indicated Selling Security Holder which are
freely tradeable without restriction under the Securities Act of
1933.
