PROSPECTUS SUPPLEMENT
(To Prospectus dated December 1, 1997)
1,406,896 SHARES
AMERICAN DISPOSAL SERVICES, INC.
COMMON STOCK
________________________
American Disposal Services, a Delaware corporation (the
"Company"), is a regional, integrated, non-hazardous solid waste
services company that provides solid waste collection, transfer
and disposal services primarily in the Midwest and in the
Northeast. The Company owns nine solid waste landfills and owns,
operates or has exclusive contracts to receive waste from 17
transfer stations. The Company has adopted an acquisition-based
growth strategy and intends to continue its expansion, generally
in its existing and proximate markets. Since January 1993, the
Company has acquired 61 solid waste businesses, including eight
solid waste landfills and 55 solid waste collection companies.
This Prospectus Supplement relates to an aggregate of up to
1,406,896 shares ("Shares") of Common Stock, par value $.01 per
share (the "Common Stock"), of the Company which are issuable by
the Company to the stockholders (the "Selling Stockholders") of
R.C. Miller Enterprises, Inc. ("R.C. Miller"), in connection with
the Company's acquisition of the outstanding shares of stock of
R.C. Miller (the "Acquisition").
This Prospectus Supplement also relates to the offer for
sale or other distribution of Shares by the Selling Stockholders
which will acquire such Shares in the Acquisition. Such Shares
may be sold or distributed from time to time by or for the
account of the Selling Stockholders through underwriters or
dealers, through brokers or other agents, or directly to one or
more purchasers, at market prices prevailing at the time of sale
or at prices otherwise negotiated.
The Company will receive no portion of the proceeds from the
re-sale of the Shares by the Selling Stockholders. See "Plan of
Distribution."
The Common Stock is quoted on the Nasdaq National Market
under the symbol "ADSI." On January 5, 1998, the last reported
sales price for the Common Stock as reported by NASDAQ was $35.50
per share.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
________________________
The date of this Prospectus Supplement is January 6, 1998.
THE COMPANY
American Disposal Services is a regional, integrated, non-
hazardous solid waste services company that provides solid waste
collection, transfer and disposal services primarily in the
Midwest and in the Northeast. The Company owns nine solid waste
landfills and owns, operates or has exclusive contracts to
receive waste from 17 transfer stations. The Company's landfills
and transfer stations are supported by its collection operations,
which currently serve over 310,000 residential, commercial and
industrial customers. The Company has adopted an acquisition-
based growth strategy and intends to continue its expansion,
generally in its existing and proximate markets. Since January
1993, the Company has acquired 61 solid waste businesses,
including eight solid waste landfills and 55 solid waste
collection companies.
The Company began its operations in the Midwest and
currently has operations in Arkansas, Connecticut, Illinois,
Indiana, Kansas, Kentucky, Massachusetts, Missouri, Ohio,
Oklahoma, Pennsylvania and Rhode Island. The Company's principal
growth strategy is to identify and acquire solid waste landfills
located in markets that are within approximately 125 miles of
significant metropolitan centers and to secure dedicated waste
streams for such landfills by acquisition or development of
transfer stations and acquisition of collection companies.
The Company's operating program generally involves a four-
step process: (i) acquiring solid waste landfills in its target
markets; (ii) securing captive waste streams for its landfills
through the acquisition or development of transfer stations
serving those markets, through acquisitions of collection
companies and by entering into long-term contracts directly with
customers or collection companies; (iii) making "tuck-in"
acquisitions of collection companies to further penetrate its
target markets; and (iv) integrating these businesses into the
Company's operations to achieve operating efficiencies and
economies of scale. As part of its acquisition program, the
Company has, and in the future may, as specific opportunities
arise, evaluate and pursue acquisitions in the solid waste
collection and disposal industry that do not strictly conform to
the Company's four-step operating program.
The Company's operating strategy emphasizes the integration
of its solid waste collection and disposal operations and the
internalization of waste collected. One of the Company's goals
is for its captive waste streams (which include the Company's
collection operations and third-party haulers operating under
long-term collection contracts) to provide in excess of 50% of
the volume of solid waste disposed of at each of its landfills.
During the nine months ended September 30, 1997, the Company's
captive waste constituted an average of approximately 74% of the
solid waste disposed of at its landfills. The Company plans to
continue to pursue its acquisition-based growth strategy to
increase the internalization of waste collected and expand its
presence in its existing and proximate markets.
The Company's principal executive offices are located at 745
McClintock Drive, Suite 230, Burr Ridge, Illinois 60521, and its
telephone number is (630) 655-1105.
RECENT DEVELOPMENTS
The Acquisition
The Company has agreed to acquire R.C. Miller, which
provides solid waste collection, transportation, processing,
hauling, transfer and disposal services as well as recycling
services and services for the disposal of construction and
demolition debris in the vicinity of Canton, Ohio. The Company
will acquire the outstanding stock of R.C. Miller in exchange for
a total payment of 1,406,896 shares of Common Stock (subject to
adjustment) and $600,000 in cash.
USE OF PROCEEDS
This Prospectus Supplement relates to Shares being issued by
the Company in order to effect the Acquisition. The Company will
not receive any proceeds from the re-sale of the Shares by the
Selling Stockholders but will pay all expenses related to the
registration of the Shares. See "Plan of Distribution."
PLAN OF DISTRIBUTION
The Selling Stockholders may sell or distribute some or all
of the Shares from time to time through underwriters or dealers
or brokers or other agents or directly to one or more purchasers
in transactions on the NASDAQ, in privately negotiated
transactions, or in the over-the-counter market, or in brokerage
transactions, or in a combination of such transactions. Such
transactions may be effected by the Selling Stockholders at
market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices, or at
fixed prices, which may be changed. Brokers, dealers, agents or
underwriters participating in such transactions as agent may
receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders (and, if they act as
agent for the purchaser of such shares, from such purchaser).
Such discounts, concessions or commissions as to a particular
broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. To the extent
required, the Company will file, during any period in which
offers or sales are being made, one or more supplements to this
Prospectus Supplement to set forth any other material information
with respect to the plan of distribution not previously
disclosed.
The Selling Stockholders and any such underwriters, brokers,
dealers or agents that participate in such distribution may be
deemed to be "underwriters" within the meaning of the Securities
Act, and any discounts, commissions or concessions received by
any such underwriters, brokers, dealers or agents might be deemed
to be underwriting discounts and commissions under the Securities
Act. The Company can not presently estimate the amount of such
compensation.
Under applicable rules and regulations under the Exchange
Act, any person engaged in a distribution of any of the Shares
may not simultaneously engage in market activities with respect
to the Common Stock for the applicable period under Rule 10b-6
prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including without limitation
Rules 10b-5, 10b-6 and 10b-7, which provisions may limit the
timing of purchases and sales of any of the Shares by the Selling
Stockholders. All of the foregoing may affect the marketability
of the Common Stock.
In order to comply with certain states' securities laws, if
applicable, the Shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition,
in certain states the Common Stock may not be sold unless the
Common Stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is
available and is complied with.
LEGAL MATTERS
The legality of the Common Stock issued hereby will be
passed upon for the Company by Proskauer Rose LLP, 1585 Broadway,
New York, New York 10036.
