<PAGE>
 
                                                    Registration No. 33-    
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                            ----------------------

                            WMX TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)


          DELAWARE                                       36-2660763
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)

                             3003 Butterfield Road
                           Oak Brook, Illinois 60521
                    (Address of principal executive offices)

                            ----------------------

                            WMX Technologies, Inc.
              Non-Qualified Profit Sharing and Savings Plus Plan
                           (Full title of the plan)


                            WMX Technologies, Inc.
                             3003 Butterfield Road
                           Oak Brook, Illinois 60521
                            Attn:  Herbert A. Getz
             Senior Vice President, General Counsel and Secretary
                                (708) 572-8800
           (Name, address and telephone number of agent for service)

                            ----------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
================================================================================
                                                       Proposed
                                         Proposed       Maximum
                                          Maximum      Aggregate     Amount of
Title of Securities     Amount to be   Offering Price  Offering    Registration
to be Registered         Registered      Per Share       Price          Fee     
- --------------------------------------------------------------------------------
<S>                   <C>              <C>           <C>           <C> 
Common stock, par
 value $1.00 per
 share............... 1,500,000 shares    $27.94(1)  $41,910,000(1)  $8,382.00
- --------------------------------------------------------------------------------
Deferred Compensation
 Obligations.........    $30,000,000        100%     $30,000,000(2)  $6,000.00

================================================================================
</TABLE> 
(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated
    on the basis of the average of the high and low sale prices for the
    registrant's common stock on the New York Stock Exchange Composite Tape on
    November 13, 1995, as reported by The Wall Street Journal (Midwest Edition).
    Such price and aggregate price are included solely for the purpose of
    calculating the registration fee.

(2) Estimated solely for the purpose of determining the registration fee.

================================================================================
      
<PAGE>
 
                                    PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION; ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION

   The documents containing the information required by these items will be
given to employees participating in the WMX Technologies, Inc. Non-Qualified
Profit Sharing and Savings Plus Plan, as amended and restated (the "Plan") and
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of the registration statement or as an exhibit thereto.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

   The following documents filed by WMX Technologies, Inc. (the "Company") with
the Commission are hereby incorporated herein by reference:

   (a) The Company's latest annual report on Form 10-K, or if the financial
statements therein are more current, the Company's latest prospectus filed
pursuant to rule 424(b) or (c) under the Securities Act of 1933.

   (b) All other reports filed by the Company pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the financial statements contained in the
prospectus referred to in (a) above.

   (c) The description of the Company's common stock which is contained in
the registration statement filed under section 12 of the Securities Exchange Act
of 1934, including any amendment or report filed for the purpose of updating
such description.

   All documents subsequently filed by the Company pursuant to sections 13,
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
of the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                                       1
<PAGE>
 


ITEM 4. DESCRIPTION OF SECURITIES

     The description of the Company's common stock is contained in the
registration statement filed under Section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description, and such description is incorporated by reference into this
registration statement.

     Under the WMX Technologies, Inc. Non-Qualified Profit Sharing and Savings
Plus Plan, as amended and restated (the "Plan"), the Company will provide
eligible employees the opportunity to defer a specified percentage of their cash
compensation. The obligations of the Company to pay the deferred compensation in
the future in accordance with the terms of the Plan (the "Obligations") will be
unsecured general obligations of the Company and will rank pari passu with other
unsecured and unsubordinated indebtedness of the Company from time to time
outstanding. The following summary of certain provisions of the Obligation does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all provisions of the Plan, including the definitions therein
of certain terms. A copy of the Plan has been filed as an exhibit to this
registration statement.

     The amount of compensation to be deferred by each participating employee
will be determined in accordance with the Plan based on elections by the
employee. Each Obligation will be payable as soon as practicable after the
employee's termination of employment due to death or disability, or as soon as
practicable after the one year anniversary of the employee's termination of
employment for any other reason, in accordance with the terms of the Plan, or
upon a change in control of the Company as defined in accordance with the terms
of the Plan. The Obligations will carry respective rates of return equal to that
of the investment funds selected by the employee participant under the WMX
Technologies, Inc. Profit Sharing and Savings Plan. Each employee's Obligation
will be adjusted to reflect the investment experience of the selected investment
funds, including any appreciation or depreciation. Each employee participant
will be fully vested in the Obligations, except that if an employee participant
violates his or her non-compete or confidentiality agreement with the Company
before payment of the Obligations, he or she will forfeit such deferred
compensation and any increase in value thereof.

     An employee participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan or by laws of descent and distribution.

     The Obligations are not subject to redemption, in whole or in part, prior
to the participating employee's termination of employment. However, the Company
reserves the right to amend or terminate the Plan at any time, except that no
such amendment or termination shall adversely affect the right of an employee
participant to the balance of his or her deferred account as of the date of
such amendment or termination.

     The Obligations are not convertible into another security of the Company. 
The Obligations will not have the benefit of a negative pledge or any other
affirmative or

                                       2
<PAGE>
 


negative covenant on the part of the Company. No trustee has been appointed 
having the authority to take action with respect to the Obligations and each
employee participant will be responsible for acting independently with respect 
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon a default.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty of care as a director, and Section 145 of the DGCL provides that the
corporation may indemnify any director or officer of the corporation against
liabilities and expenses incurred by him in connection with any action, suit or
proceeding in which he is made or threatened to be made a party by reason of
having been a director or officer of the corporation, subject to certain
limitations. Reference is made to article twelfth of the Company's restated
certificate of incorporation, filed as exhibits 4.01 through 4.08 to this
registration statement, and section 6 of article VII of the Company's bylaws,
filed as exhibit 4.09 to this registration statement, which provide
indemnification by the Company of each director, officer or employee of the
Company to the full extent permitted by the DGCL.

     Under insurance policies maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

     The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.

ITEM 9. UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

                                       3
<PAGE>
 
       (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
   
                    (i)  To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of this registration statement
               (or the most recent post-effective amendment hereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this registration statement;

                    (iii)  To include any material information with respect to
               the plan of distribution not previously disclosed in this
               registration statement or any material change to such information
               in this registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

  (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual reports pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

  (c)-(g)  Not applicable.
                                                           
  (h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for 

                                       4
<PAGE>
     
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

  (i)-(j)  Not applicable.
                                              
                                       5
<PAGE>
 
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on November 17, 1995.

                                   WMX TECHNOLOGIES, INC.

                                   By        /s/ Dean L. Buntrock
                                     ----------------------------------
                                             Dean L. Buntrock,
                                             Chairman of the Board and
                                             Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed by the following
persons in the capacities and on the date indicated.

     Signature                    Title                     Date
     ---------                    -----                     ----

    /s/ Dean L. Buntrock               Director, Chairman of
  ------------------------              the Board and Chief
      Dean L. Buntrock                  Executive Officer    
                                   
    /s/ Jerry E. Dempsey               Director
  ------------------------
      Jerry E. Dempsey

    /s/ Phillip B. Rooney              Director
  -------------------------
      Phillip B. Rooney
 
    /s/ Donald F. Flynn                Director
  -----------------------
      Donald F. Flynn

    /s/ Peter H. Huizenga              Director
  -------------------------
      Peter H. Huizenga
 
    /s/ Peer Pedersen                  Director             November 17, 1995
  ---------------------
      Peer Pedersen

    /s/ James R. Peterson              Director
  -------------------------
      James R. Peterson

    /s/ Alexander B. Trowbridge        Director
  -------------------------------
      Alexander B. Trowbridge

    /s/ Howard H. Baker, Jr.           Director
  ----------------------------
      Howard H. Baker, Jr.
 
    /s/ H. Jesse Arnelle               Director
  ------------------------
      H. Jesse Arnelle

    /s/ Pastora San Juan Cafferty      Director
  ---------------------------------
      Pastora San Juan Cafferty

    /s/ James B. Edwards               Director
  ------------------------
      James B. Edwards
 
    /s/ Thomas C. Hau                  Vice President, Controller
  ---------------------                 and Principal Accounting
      Thomas C. Hau                     Officer 
                                  
 
    /s/ James E. Koenig                Senior Vice President,
  -----------------------               Treasurer and Principal
      James E. Koenig                   Financial Officer   
                  

                                       6
<PAGE>
 
                             WMX TECHNOLOGIES, INC.
                                 EXHIBIT INDEX
EXHIBIT
NUMBER                     DESCRIPTION(1)
- -------                    --------------

4.01      Restated Certificate of Incorporation of WMX Technologies, Inc.
          ("WMX"), as amended as of May 24, 1985 (incorporated by reference to
          Exhibit 4.1 to WMX's report on Form 10-Q for the quarter ended June
          30, 1985)

4.02      Certificate of Amendment of Restated Certificate of Incorporation of
          WMX, recorded May 23, 1986 (incorporated by reference to Exhibit 4(c)
          to WMX's registration statement on Form S-8, Registration No. 33-6265)

4.03      Certificate of Designation of Preferred Stock of WMX, filed January
          30, 1987 (incorporated by reference to Exhibit 3.1(c) to WMX's 1986
          annual report on Form 10-K)

4.04      Certificate of Amendment of Restated Certificate of Incorporation of
          WMX, recorded May 15, 1987 (incorporated by reference to Exhibit
          4.5(d) to WMX's registration statement on Form S-4, Registration No.
          33-15518)

4.05      Certificate of Amendment of Restated Certificate of Incorporation of
          WMX, filed May 19, 1989 (incorporated by reference to Exhibit 3(e) to
          WMX's registration statement on Form S-3, Registration No. 33-30190)

4.06      Certificate of Amendment of Restated Certificate of Incorporation of
          WMX, filed May 18, 1990 (incorporated by reference to Exhibit 4(h) to
          WMX's registration statement on Form S-8, Registration No. 33-35936)

4.07      Certificate of Amendment of Restated Certificate of Incorporation of
          WMX, filed May 14, 1993 (incorporated by reference to Exhibit 4(a) to
          WMX's report on Form 8-K dated May 14, 1993)

4.08      Conformed copy of Restated Certificate of Incorporation of WMX, as
          amended (incorporated by reference to Exhibit 4(b) to WMX's report on
          Form 8-K dated May 14, 1993)

4.09      By-laws of WMX, as amended and restated as of January 28, 1995
          (incorporated by reference to Exhibit 3.2 to WMX's 1994 annual report
          on Form 10-K)

4.10      Rights Agreement dated as of February 6, 1987, between WMX and Harris
          Trust and Savings Bank, which includes as Exhibit A the form of
          Certificate of Designation of Preferred Stock, as Exhibit B, the form
          of Rights Certificate and, as Exhibit C, the Summary of Rights
          (incorporated by reference to Exhibit 4 to WMX's report on Form 8-K
          dated January 26, 1987)

4.11      Certificate of Adjustment relating to April 1987 stock split pursuant
          to Section 12 of the Rights Agreement (incorporated by reference to
          Exhibit 4.3(b) to WMX's registration statement on Form S-1,
          Registration No. 33-13839)

4.12      Certificate of Adjustment relating to December 1989 stock split
          pursuant to Section 12 of the Rights Agreement (incorporated by
          reference to Exhibit 4.3(c) to WMX's 1989 annual report on Form 10-K)

4.13      WMX Technologies, Inc. Non-Qualified Profit Sharing and Savings
          Plus Plan
- ------------------
(1)  In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WMX's file number thereunder is 1-7327.

                                      EX-1
<PAGE>
    
EXHIBIT
NUMBER                  DESCRIPTION(1)
- -------                 --------------


 5        Opinion of Thomas A. Witt, Esq., re:  legality

15        None

23.01     Consent of Arthur Andersen LLP as Independent Public Accountants

23.02     Consent of Thomas A. Witt, Esq. (included as part of Exhibit 5)

24        None

28        None



- ------------------
(1)  In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WMX's file number thereunder is 1-7327.

                                      EX-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22941}]
{"company-data": {"conformed-name": "WMX TECHNOLOGIES INC", "cik": "0000104938", "assigned-sic": "4953", "irs-number": "362660763", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64427", "film-number": "95594779"}, "business-address": {"street1": "3003 BUTTERFIELD RD", "city": "OAK BROOK", "state": "IL", "zip": "60521", "phone": "7085722478"}, "mail-address": {"street1": "3003 BUTTERFIELD ROAD", "city": "OAKBROOK", "state": "IL", "zip": "60521"}, "former-company": {"former-conformed-name": "WASTE MANAGEMENT INC", "date-changed": "19930527"}}
Registration No. 33-    
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                            ----------------------

                            WMX TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

          DELAWARE                                       36-2660763
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)

                             3003 Butterfield Road
                           Oak Brook, Illinois 60521
                    (Address of principal executive offices)

                            ----------------------

                            WMX Technologies, Inc.
              Non-Qualified Profit Sharing and Savings Plus Plan
                           (Full title of the plan)

                            WMX Technologies, Inc.
                             3003 Butterfield Road
                           Oak Brook, Illinois 60521
                            Attn:  Herbert A. Getz
             Senior Vice President, General Counsel and Secretary
                                (708) 572-8800
           (Name, address and telephone number of agent for service)

                            ----------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                       Proposed
                                         Proposed       Maximum
                                          Maximum      Aggregate     Amount of
Title of Securities     Amount to be   Offering Price  Offering    Registration
to be Registered         Registered      Per Share       Price          Fee     
- --------------------------------------------------------------------------------
Common stock, par
 value $1.00 per
 share............... 1,500,000 shares    $27.94(1)  $41,910,000(1)  $8,382.00
- --------------------------------------------------------------------------------
Deferred Compensation
 Obligations.........    $30,000,000        100%     $30,000,000(2)  $6,000.00

================================================================================
(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated
    on the basis of the average of the high and low sale prices for the
    registrant's common stock on the New York Stock Exchange Composite Tape on
    November 13, 1995, as reported by The Wall Street Journal (Midwest Edition).
    Such price and aggregate price are included solely for the purpose of
    calculating the registration fee.

(2) Estimated solely for the purpose of determining the registration fee.

================================================================================
PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION; ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION

   The documents containing the information required by these items will be
given to employees participating in the WMX Technologies, Inc. Non-Qualified
Profit Sharing and Savings Plus Plan, as amended and restated (the "Plan") and
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of the registration statement or as an exhibit thereto.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

   The following documents filed by WMX Technologies, Inc. (the "Company") with
the Commission are hereby incorporated herein by reference:

   (a) The Company's latest annual report on Form 10-K, or if the financial
statements therein are more current, the Company's latest prospectus filed
pursuant to rule 424(b) or (c) under the Securities Act of 1933.

   (b) All other reports filed by the Company pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the financial statements contained in the
prospectus referred to in (a) above.

   (c) The description of the Company's common stock which is contained in
the registration statement filed under section 12 of the Securities Exchange Act
of 1934, including any amendment or report filed for the purpose of updating
such description.

   All documents subsequently filed by the Company pursuant to sections 13,
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
of the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                                       1
ITEM 4. DESCRIPTION OF SECURITIES

     The description of the Company's common stock is contained in the
registration statement filed under Section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description, and such description is incorporated by reference into this
registration statement.

     Under the WMX Technologies, Inc. Non-Qualified Profit Sharing and Savings
Plus Plan, as amended and restated (the "Plan"), the Company will provide
eligible employees the opportunity to defer a specified percentage of their cash
compensation. The obligations of the Company to pay the deferred compensation in
the future in accordance with the terms of the Plan (the "Obligations") will be
unsecured general obligations of the Company and will rank pari passu with other
unsecured and unsubordinated indebtedness of the Company from time to time
outstanding. The following summary of certain provisions of the Obligation does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all provisions of the Plan, including the definitions therein
of certain terms. A copy of the Plan has been filed as an exhibit to this
registration statement.

     The amount of compensation to be deferred by each participating employee
will be determined in accordance with the Plan based on elections by the
employee. Each Obligation will be payable as soon as practicable after the
employee's termination of employment due to death or disability, or as soon as
practicable after the one year anniversary of the employee's termination of
employment for any other reason, in accordance with the terms of the Plan, or
upon a change in control of the Company as defined in accordance with the terms
of the Plan. The Obligations will carry respective rates of return equal to that
of the investment funds selected by the employee participant under the WMX
Technologies, Inc. Profit Sharing and Savings Plan. Each employee's Obligation
will be adjusted to reflect the investment experience of the selected investment
funds, including any appreciation or depreciation. Each employee participant
will be fully vested in the Obligations, except that if an employee participant
violates his or her non-compete or confidentiality agreement with the Company
before payment of the Obligations, he or she will forfeit such deferred
compensation and any increase in value thereof.

     An employee participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan or by laws of descent and distribution.

     The Obligations are not subject to redemption, in whole or in part, prior
to the participating employee's termination of employment. However, the Company
reserves the right to amend or terminate the Plan at any time, except that no
such amendment or termination shall adversely affect the right of an employee
participant to the balance of his or her deferred account as of the date of
such amendment or termination.

     The Obligations are not convertible into another security of the Company. 
The Obligations will not have the benefit of a negative pledge or any other
affirmative or

                                       2
negative covenant on the part of the Company. No trustee has been appointed 
having the authority to take action with respect to the Obligations and each
employee participant will be responsible for acting independently with respect 
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon a default.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty of care as a director, and Section 145 of the DGCL provides that the
corporation may indemnify any director or officer of the corporation against
liabilities and expenses incurred by him in connection with any action, suit or
proceeding in which he is made or threatened to be made a party by reason of
having been a director or officer of the corporation, subject to certain
limitations. Reference is made to article twelfth of the Company's restated
certificate of incorporation, filed as exhibits 4.01 through 4.08 to this
registration statement, and section 6 of article VII of the Company's bylaws,
filed as exhibit 4.09 to this registration statement, which provide
indemnification by the Company of each director, officer or employee of the
Company to the full extent permitted by the DGCL.

     Under insurance policies maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

     The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.

ITEM 9. UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

                                       3
(1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
   
                    (i)  To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of this registration statement
               (or the most recent post-effective amendment hereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this registration statement;

                    (iii)  To include any material information with respect to
               the plan of distribution not previously disclosed in this
               registration statement or any material change to such information
               in this registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

  (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual reports pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

  (c)-(g)  Not applicable.
                                                           
  (h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for 

                                       4
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

  (i)-(j)  Not applicable.
                                              
                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on November 17, 1995.

                                   WMX TECHNOLOGIES, INC.

                                   By        /s/ Dean L. Buntrock
                                     ----------------------------------
                                             Dean L. Buntrock,
                                             Chairman of the Board and
                                             Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed by the following
persons in the capacities and on the date indicated.

     Signature                    Title                     Date
     ---------                    -----                     ----

    /s/ Dean L. Buntrock               Director, Chairman of
  ------------------------              the Board and Chief
      Dean L. Buntrock                  Executive Officer    
                                   
    /s/ Jerry E. Dempsey               Director
  ------------------------
      Jerry E. Dempsey

    /s/ Phillip B. Rooney              Director
  -------------------------
      Phillip B. Rooney
 
    /s/ Donald F. Flynn                Director
  -----------------------
      Donald F. Flynn

    /s/ Peter H. Huizenga              Director
  -------------------------
      Peter H. Huizenga
 
    /s/ Peer Pedersen                  Director             November 17, 1995
  ---------------------
      Peer Pedersen

    /s/ James R. Peterson              Director
  -------------------------
      James R. Peterson

    /s/ Alexander B. Trowbridge        Director
  -------------------------------
      Alexander B. Trowbridge

    /s/ Howard H. Baker, Jr.           Director
  ----------------------------
      Howard H. Baker, Jr.
 
    /s/ H. Jesse Arnelle               Director
  ------------------------
      H. Jesse Arnelle

    /s/ Pastora San Juan Cafferty      Director
  ---------------------------------
      Pastora San Juan Cafferty

    /s/ James B. Edwards               Director
  ------------------------
      James B. Edwards
 
    /s/ Thomas C. Hau                  Vice President, Controller
  ---------------------                 and Principal Accounting
      Thomas C. Hau                     Officer 
                                  
 
    /s/ James E. Koenig                Senior Vice President,
  -----------------------               Treasurer and Principal
      James E. Koenig                   Financial Officer   
                  

                                       6
WMX TECHNOLOGIES, INC.
                                 EXHIBIT INDEX
EXHIBIT
NUMBER                     DESCRIPTION(1)
- -------                    --------------

4.01      Restated Certificate of Incorporation of WMX Technologies, Inc.
          ("WMX"), as amended as of May 24, 1985 (incorporated by reference to
          Exhibit 4.1 to WMX's report on Form 10-Q for the quarter ended June
          30, 1985)

4.02      Certificate of Amendment of Restated Certificate of Incorporation of
          WMX, recorded May 23, 1986 (incorporated by reference to Exhibit 4(c)
          to WMX's registration statement on Form S-8, Registration No. 33-6265)

4.03      Certificate of Designation of Preferred Stock of WMX, filed January
          30, 1987 (incorporated by reference to Exhibit 3.1(c) to WMX's 1986
          annual report on Form 10-K)

4.04      Certificate of Amendment of Restated Certificate of Incorporation of
          WMX, recorded May 15, 1987 (incorporated by reference to Exhibit
          4.5(d) to WMX's registration statement on Form S-4, Registration No.
          33-15518)

4.05      Certificate of Amendment of Restated Certificate of Incorporation of
          WMX, filed May 19, 1989 (incorporated by reference to Exhibit 3(e) to
          WMX's registration statement on Form S-3, Registration No. 33-30190)

4.06      Certificate of Amendment of Restated Certificate of Incorporation of
          WMX, filed May 18, 1990 (incorporated by reference to Exhibit 4(h) to
          WMX's registration statement on Form S-8, Registration No. 33-35936)

4.07      Certificate of Amendment of Restated Certificate of Incorporation of
          WMX, filed May 14, 1993 (incorporated by reference to Exhibit 4(a) to
          WMX's report on Form 8-K dated May 14, 1993)

4.08      Conformed copy of Restated Certificate of Incorporation of WMX, as
          amended (incorporated by reference to Exhibit 4(b) to WMX's report on
          Form 8-K dated May 14, 1993)

4.09      By-laws of WMX, as amended and restated as of January 28, 1995
          (incorporated by reference to Exhibit 3.2 to WMX's 1994 annual report
          on Form 10-K)

4.10      Rights Agreement dated as of February 6, 1987, between WMX and Harris
          Trust and Savings Bank, which includes as Exhibit A the form of
          Certificate of Designation of Preferred Stock, as Exhibit B, the form
          of Rights Certificate and, as Exhibit C, the Summary of Rights
          (incorporated by reference to Exhibit 4 to WMX's report on Form 8-K
          dated January 26, 1987)

4.11      Certificate of Adjustment relating to April 1987 stock split pursuant
          to Section 12 of the Rights Agreement (incorporated by reference to
          Exhibit 4.3(b) to WMX's registration statement on Form S-1,
          Registration No. 33-13839)

4.12      Certificate of Adjustment relating to December 1989 stock split
          pursuant to Section 12 of the Rights Agreement (incorporated by
          reference to Exhibit 4.3(c) to WMX's 1989 annual report on Form 10-K)

4.13      WMX Technologies, Inc. Non-Qualified Profit Sharing and Savings
          Plus Plan
- ------------------
(1)  In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WMX's file number thereunder is 1-7327.

                                      EX-1
EXHIBIT
NUMBER                  DESCRIPTION(1)
- -------                 --------------

 5        Opinion of Thomas A. Witt, Esq., re:  legality

15        None

23.01     Consent of Arthur Andersen LLP as Independent Public Accountants

23.02     Consent of Thomas A. Witt, Esq. (included as part of Exhibit 5)

24        None

28        None

- ------------------
(1)  In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WMX's file number thereunder is 1-7327.

                                      EX-2