<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997.
                                                     REGISTRATION  NO. 33-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                         ______________________________

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         ______________________________

                                 ALLWASTE, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
  <S>                                    <C>                                     <C>
              DELAWARE                               4212                              74-2427167
    (State or other jurisdiction         (Primary Standard Industrial               (I.R.S. Employer
  of incorporation or organization)       Classification Code Number)            Identification Number)
</TABLE>
                          5151 SAN FELIPE, SUITE 1600
                             HOUSTON, TEXAS  77056
                                 (713) 623-8777
  (Address, including zip code, and telephone number, including area code, of
                       registrant's principal executive
                                    offices)

                        TARGET 2000: ONE, TWO, FOUR PLAN
           ALLWASTE, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
               ALLWASTE, INC. INTERIM DEFERRED COMPENSATION PLAN
                   ALLWASTE, INC. DEFERRED COMPENSATION PLAN
                              (Full Title of Plan)

                               WILLIAM L. FIEDLER
                                 ALLWASTE, INC.
                 VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
                          5151 SAN FELIPE, SUITE 1600
                             HOUSTON, TEXAS  77056
                                 (713) 623-8777
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
                                                          PROPOSED MAXIMUM        PROPOSED
              TITLE OF                     AMOUNT TO          OFFERING       MAXIMUM AGGREGATE       AMOUNT OF
     SECURITIES TO BE REGISTERED         BE REGISTERED     PRICE PER SHARE     OFFERING PRICE     REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>                <C>                   <C>
Common Stock, par value $.01 per share    594,395 (1)         $5.25(2)           $3,120,574             $946
------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations(3)     $500,000 (4)           100%              $500,000              $152
------------------------------------------------------------------------------------------------------------------
     TOTAL                                                                       $3,620,574            $1,098
==================================================================================================================
</TABLE>

(1)      Of these 594,395 shares, (i) 3,460 shares of Allwaste, Inc. (the
         "Company") common stock, par value $.01 per share (the "Common
         Stock"), will be issued as a restricted stock grant to an employee
         pursuant to the Company's Target 2000: One, Two, Four Plan (the
         "Target 2000 Plan"); (ii) up to 500,000 shares will be issued as
         restricted stock grants under the Company's Non-Employee Director
         Restricted Stock Plan (the "Director Plan"); and (iii) 90,935 shares
         will be issued as restricted stock grants under the Company's Interim
         Deferred Compensation Plan (the "Interim Deferred Plan") (the shares
         to be issued under each of the Target 2000 Plan, the Director Plan and
         the Interim Deferred Plan are referred to collectively as the
         "Shares").  The Shares will be issued as treasury shares.  The Company
         currently has 3,588,134 shares of Common Stock in treasury.

(2)      Pursuant to Rule 457(c), the registration fee is calculated on the
         basis of the average of the high and low per share sale prices of the
         Common Stock, as reported by the New York Stock Exchange, on January
         28, 1997, or $5.25 per share.  Pursuant to Rule 457(h), the
         registration fee is calculated with respect to the maximum number of
         the registrant's securities issuable under each of the Target 2000
         Plan, the Director Plan and the Interim Deferred Plan and on the
         principal amount of the Company's deferred compensation obligations
         under its Deferred Compensation Plan.

(3)      The obligations of the Company to pay deferred compensation in the
         future in accordance with the terms of the Allwaste, Inc. Deferred
         Compensation Plan  (the "Deferred Plan") for a select group of
         employees.

(4)      The amount to be registered is estimated solely for purposes of
         calculating the registration fee.
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The contents of the following documents filed by Allwaste, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
on Form S-8 (the "Registration Statement") by reference:

         (a)     The Company's annual report on Form 10-K for the fiscal year
                 ended August 31, 1996, as filed with the Commission under the
                 Securities Exchange Act of 1934, as amended (the "Exchange
                 Act");

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Exchange Act since August 31, 1996, specifically, the
                 Company's Quarterly Report on Form 10-Q for the fiscal quarter
                 ended November 30, 1996; and

         (c)     The description of the Company's Common Stock in the Company's
                 Registration Statement on Form 8-A (No.  1-11008), filed with
                 the Commission on December 4, 1986 under the Exchange Act, and
                 any amendments or reports filed for the purpose of updating
                 such description.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all 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 such
documents.  Any statement contained herein or in any 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 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 to
constitute a part of this Registration Statement, except as so modified or
superseded.  The Company will provide, without charge, each participant in the
Target 2000 Plan, the Director Plan and the Interim Deferred Plan, on written
or oral request of such person directed to the Secretary of the Company at the
Company's executive offices, 5151 San Felipe, Suite 1600, Houston, Texas 77056,
telephone number (713) 623-8777, a copy (without exhibits, unless such exhibits
are specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.


ITEM 4.  DESCRIPTION OF SECURITIES.

         The obligations of the Company to pay deferred compensation (the
"Deferred Compensation Obligations") registered hereunder are unsecured
obligations of the Company to pay deferred compensation in the future in
accordance with the terms of the Deferred Plan and the Deferred Compensation
Plan Trust





                                      -2-
<PAGE>   3
Agreement dated effective February 15, 1997, between the Company and Texas
Commerce Bank, National Association, as Trustee (the "Trust Agreement"), which
are filed as Exhibits 4.1 and 4.2 to this Registration Statement.  These
exhibits set forth a description of the Deferred Compensation Obligations and
are incorporated herein by reference in their entirety in response to this Item
4, pursuant to Rule 411(b)(3) under the Securities Act of 1933, as amended (the
"Act").  An aggregate principal amount of $500,000 is being registered under
this Registration Statement.  Further amounts may be registered as new or
existing Plan participants elect to defer portions of their compensation in
subsequent years.

         No participant under the Deferred Plan shall have any preferred claim
to, or any beneficial ownership interest in, any assets which are subject to
the Trust established by the Trust Agreement (the "Trust").  All such assets
are subject to the claims of creditors of the Company until they are paid out
of the Trust to the participant in accordance with the terms of the Deferred
Plan.  The Deferred Plan provides that payment of all Deferred Compensation
Obligations of the Company's subsidiaries under the Deferred Plan is guaranteed
by the Company, and that any such payment by the Company shall be made directly
and not through the Trust.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

         In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense or settlement
of such action, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim.  In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought.  In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful.  The statute contains additional limitations
applicable to criminal actions





                                      -3-
<PAGE>   4
and to actions brought by or in the name of the corporation.  The determination
as to whether a person seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of a quorum of disinterested
members of the board of directors, (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders.

         The Company's Amended and Restated Certificate of Incorporation and
Corrected Bylaws require the Company to indemnify the Company's officers and
directors to the extent authorized by the Delaware General Corporation Law as
set forth above.  The Company's Amended and Restated Certificate of
Incorporation limits the personal liability of a director to the corporation or
its stockholders to damages for breach of the director's fiduciary duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>
  Exhibit 
  Number                                    Exhibit Description
  ------                                    -------------------
       <S>             <C>

       4.1             Allwaste, Inc. Deferred Compensation Plan

       4.2             Allwaste, Inc. Deferred Compensation Plan and Trust
                       dated effective February 15, 1997, between 
                       Allwaste, Inc. and Texas Commerce Bank, National
                       Association, as Trustee

       23.1            Consent of Arthur Andersen LLP

       24.1            Power of Attorney (included on the signature page hereto)
</TABLE>


ITEM 9.  UNDERTAKINGS.

A.       Undertaking to Update

         The undersigned registrant hereby undertakes:





                                      -4-
<PAGE>   5
                 (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 the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or Section 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.       Undertaking With Respect to Documents Incorporated by Reference

         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 report pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 that is
         incorporated by reference in the 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.       Undertaking with Respect to Delivery of Documents

                 (1)  The undersigned registrant hereby undertakes to deliver
         or cause to be delivered with the documents constituting the
         prospectus to each participant to whom such prospectus is sent or
         given, a copy of the registrant's annual report to stockholders for
         its last fiscal year, unless such participant otherwise has received a
         copy of such report in which case the registrant shall state in such
         prospectus that it will promptly furnish, without charge, a copy of
         such report on written request of the participant.





                                      -5-
<PAGE>   6
                 (2)  The undersigned registrant hereby undertakes to transmit
         or cause to be transmitted to all participants who do not otherwise
         receive such material as stockholders of the registrant, at the time
         and in the manner such material is sent to its stockholders, copies of
         all reports, proxy statements and other communications distributed to
         its stockholders generally.

D.       Undertaking With Respect to Indemnification

         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 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.





                                      -6-
<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 29th day of January, 1997.


                                    ALLWASTE, INC.



                                    By:     /s/ Robert M. Chiste
                                       -----------------------------------------
                                           Robert M. Chiste
                                           President and Chief Executive Officer



                               POWER OF ATTORNEY

         We, the undersigned directors and officers of Allwaste, Inc., do
hereby constitute and appoint Robert M. Chiste or William L. Fiedler or either
of them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of
this Registration Statement, including specifically, without limitation, power
and authority to sign for any of us, in our names in the capacities indicated
below, any and all amendments hereto; and we do each hereby ratify and confirm
all that the said attorneys and agents, or either of them, shall do or cause to
be done by virtue hereof.





<PAGE>   8
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 29th day of January, 1997.

<TABLE>
<S>                                                       <C>
                                             
/s/ R. L. NELSON, JR.                                    Chairman of the Board of Directors
---------------------------------------------                                               
R. L. Nelson, Jr.                            
                                             
                                             
 /s/ Robert M. Chiste                                     President and Chief Executive Officer;
---------------------------------------------             Director (Principal Executive Officer)
Robert M. Chiste                                          
                                             
                                             
  /s/ T. Wayne Wren, Jr.                                  Senior Vice President -- Chief Financial
---------------------------------------------             Officer and Treasurer                                        
T. Wayne Wren, Jr.                                        (Principal Financial Officer)
                                             
 /s/ Michael W. Ramirez                                   Vice President and Controller
---------------------------------------------             (Principal Accounting Officer)                             
Michael W. Ramirez                                        
                                             
                                             
  /s/ Michael A. Baker                                    Director
---------------------------------------------                     
Michael A. Baker                             
                                             
                                             
  /s/ John U. Clarke                                      Director
---------------------------------------------                     
John U. Clarke                               
                                             
                                             
  /s/ William E. Haynes                                   Director
---------------------------------------------                     
William E. Haynes                            
                                             
                                             
  /s/ Robert L. Knauss                                    Director
---------------------------------------------                     
Robert L. Knauss                             
                                             
                                             
  /s/ Frank A. Rossi                                      Director
---------------------------------------------                     
Frank A. Rossi                               
                                             
                                             
 /s/ Thomas J. Tierney                                    Director
---------------------------------------------                     
Thomas J. Tierney                            
                                             
                                             
  /s/ T. Michael Young                                    Director
---------------------------------------------                     
T. Michael Young
</TABLE>





<PAGE>   9
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
      Exhibit 
      Number                            Exhibit Description
      ------                            -------------------
       <S>             <C>
       4.1             Allwaste, Inc. Deferred Compensation Plan

       4.2             Allwaste, Inc. Deferred Compensation Plan and Trust
                       dated effective February 15, between Allwaste, Inc. 
                       and Texas Commerce Bank, National Association, as Trustee

       23.1            Consent of Arthur Andersen LLP

       24.1            Power of Attorney (included on the signature page hereto)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "ALLWASTE, INC.", "secsgml_size_bytes": 25586}]
{"company-data": {"conformed-name": "ALLWASTE INC", "cik": "0000804742", "assigned-sic": "4950", "irs-number": "742427167", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20903", "film-number": "97516075"}, "business-address": {"street1": "5151 SAN FELIPE STE 1600", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7136238777"}, "mail-address": {"street1": "5151 SAN FELIPE", "street2": "SUITE 1600", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997.
                                                     REGISTRATION  NO. 33-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                         ______________________________

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         ______________________________

                                 ALLWASTE, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                               4212                              74-2427167
    (State or other jurisdiction         (Primary Standard Industrial               (I.R.S. Employer
  of incorporation or organization)       Classification Code Number)            Identification Number)
5151 SAN FELIPE, SUITE 1600
                             HOUSTON, TEXAS  77056
                                 (713) 623-8777
  (Address, including zip code, and telephone number, including area code, of
                       registrant's principal executive
                                    offices)

                        TARGET 2000: ONE, TWO, FOUR PLAN
           ALLWASTE, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
               ALLWASTE, INC. INTERIM DEFERRED COMPENSATION PLAN
                   ALLWASTE, INC. DEFERRED COMPENSATION PLAN
                              (Full Title of Plan)

                               WILLIAM L. FIEDLER
                                 ALLWASTE, INC.
                 VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
                          5151 SAN FELIPE, SUITE 1600
                             HOUSTON, TEXAS  77056
                                 (713) 623-8777
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                          PROPOSED MAXIMUM        PROPOSED
              TITLE OF                     AMOUNT TO          OFFERING       MAXIMUM AGGREGATE       AMOUNT OF
     SECURITIES TO BE REGISTERED         BE REGISTERED     PRICE PER SHARE     OFFERING PRICE     REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share    594,395 (1)         $5.25(2)           $3,120,574             $946
------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations(3)     $500,000 (4)           100%              $500,000              $152
------------------------------------------------------------------------------------------------------------------
     TOTAL                                                                       $3,620,574            $1,098
==================================================================================================================
(1)      Of these 594,395 shares, (i) 3,460 shares of Allwaste, Inc. (the
         "Company") common stock, par value $.01 per share (the "Common
         Stock"), will be issued as a restricted stock grant to an employee
         pursuant to the Company's Target 2000: One, Two, Four Plan (the
         "Target 2000 Plan"); (ii) up to 500,000 shares will be issued as
         restricted stock grants under the Company's Non-Employee Director
         Restricted Stock Plan (the "Director Plan"); and (iii) 90,935 shares
         will be issued as restricted stock grants under the Company's Interim
         Deferred Compensation Plan (the "Interim Deferred Plan") (the shares
         to be issued under each of the Target 2000 Plan, the Director Plan and
         the Interim Deferred Plan are referred to collectively as the
         "Shares").  The Shares will be issued as treasury shares.  The Company
         currently has 3,588,134 shares of Common Stock in treasury.

(2)      Pursuant to Rule 457(c), the registration fee is calculated on the
         basis of the average of the high and low per share sale prices of the
         Common Stock, as reported by the New York Stock Exchange, on January
         28, 1997, or $5.25 per share.  Pursuant to Rule 457(h), the
         registration fee is calculated with respect to the maximum number of
         the registrant's securities issuable under each of the Target 2000
         Plan, the Director Plan and the Interim Deferred Plan and on the
         principal amount of the Company's deferred compensation obligations
         under its Deferred Compensation Plan.

(3)      The obligations of the Company to pay deferred compensation in the
         future in accordance with the terms of the Allwaste, Inc. Deferred
         Compensation Plan  (the "Deferred Plan") for a select group of
         employees.

(4)      The amount to be registered is estimated solely for purposes of
         calculating the registration fee.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The contents of the following documents filed by Allwaste, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
on Form S-8 (the "Registration Statement") by reference:

         (a)     The Company's annual report on Form 10-K for the fiscal year
                 ended August 31, 1996, as filed with the Commission under the
                 Securities Exchange Act of 1934, as amended (the "Exchange
                 Act");

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Exchange Act since August 31, 1996, specifically, the
                 Company's Quarterly Report on Form 10-Q for the fiscal quarter
                 ended November 30, 1996; and

         (c)     The description of the Company's Common Stock in the Company's
                 Registration Statement on Form 8-A (No.  1-11008), filed with
                 the Commission on December 4, 1986 under the Exchange Act, and
                 any amendments or reports filed for the purpose of updating
                 such description.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all 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 such
documents.  Any statement contained herein or in any 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 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 to
constitute a part of this Registration Statement, except as so modified or
superseded.  The Company will provide, without charge, each participant in the
Target 2000 Plan, the Director Plan and the Interim Deferred Plan, on written
or oral request of such person directed to the Secretary of the Company at the
Company's executive offices, 5151 San Felipe, Suite 1600, Houston, Texas 77056,
telephone number (713) 623-8777, a copy (without exhibits, unless such exhibits
are specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The obligations of the Company to pay deferred compensation (the
"Deferred Compensation Obligations") registered hereunder are unsecured
obligations of the Company to pay deferred compensation in the future in
accordance with the terms of the Deferred Plan and the Deferred Compensation
Plan Trust

                                      -2-
3
Agreement dated effective February 15, 1997, between the Company and Texas
Commerce Bank, National Association, as Trustee (the "Trust Agreement"), which
are filed as Exhibits 4.1 and 4.2 to this Registration Statement.  These
exhibits set forth a description of the Deferred Compensation Obligations and
are incorporated herein by reference in their entirety in response to this Item
4, pursuant to Rule 411(b)(3) under the Securities Act of 1933, as amended (the
"Act").  An aggregate principal amount of $500,000 is being registered under
this Registration Statement.  Further amounts may be registered as new or
existing Plan participants elect to defer portions of their compensation in
subsequent years.

         No participant under the Deferred Plan shall have any preferred claim
to, or any beneficial ownership interest in, any assets which are subject to
the Trust established by the Trust Agreement (the "Trust").  All such assets
are subject to the claims of creditors of the Company until they are paid out
of the Trust to the participant in accordance with the terms of the Deferred
Plan.  The Deferred Plan provides that payment of all Deferred Compensation
Obligations of the Company's subsidiaries under the Deferred Plan is guaranteed
by the Company, and that any such payment by the Company shall be made directly
and not through the Trust.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

         In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense or settlement
of such action, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim.  In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought.  In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful.  The statute contains additional limitations
applicable to criminal actions

                                      -3-
4
and to actions brought by or in the name of the corporation.  The determination
as to whether a person seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of a quorum of disinterested
members of the board of directors, (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders.

         The Company's Amended and Restated Certificate of Incorporation and
Corrected Bylaws require the Company to indemnify the Company's officers and
directors to the extent authorized by the Delaware General Corporation Law as
set forth above.  The Company's Amended and Restated Certificate of
Incorporation limits the personal liability of a director to the corporation or
its stockholders to damages for breach of the director's fiduciary duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit 
  Number                                    Exhibit Description
  ------                                    -------------------
4.1             Allwaste, Inc. Deferred Compensation Plan

       4.2             Allwaste, Inc. Deferred Compensation Plan and Trust
                       dated effective February 15, 1997, between 
                       Allwaste, Inc. and Texas Commerce Bank, National
                       Association, as Trustee

       23.1            Consent of Arthur Andersen LLP

       24.1            Power of Attorney (included on the signature page hereto)
ITEM 9.  UNDERTAKINGS.

A.       Undertaking to Update

         The undersigned registrant hereby undertakes:

                                      -4-
5
                 (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 the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or Section 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.       Undertaking With Respect to Documents Incorporated by Reference

         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 report pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 that is
         incorporated by reference in the 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.       Undertaking with Respect to Delivery of Documents

                 (1)  The undersigned registrant hereby undertakes to deliver
         or cause to be delivered with the documents constituting the
         prospectus to each participant to whom such prospectus is sent or
         given, a copy of the registrant's annual report to stockholders for
         its last fiscal year, unless such participant otherwise has received a
         copy of such report in which case the registrant shall state in such
         prospectus that it will promptly furnish, without charge, a copy of
         such report on written request of the participant.

                                      -5-
6
                 (2)  The undersigned registrant hereby undertakes to transmit
         or cause to be transmitted to all participants who do not otherwise
         receive such material as stockholders of the registrant, at the time
         and in the manner such material is sent to its stockholders, copies of
         all reports, proxy statements and other communications distributed to
         its stockholders generally.

D.       Undertaking With Respect to Indemnification

         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 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.

                                      -6-
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 29th day of January, 1997.

                                    ALLWASTE, INC.

                                    By:     /s/ Robert M. Chiste
                                       -----------------------------------------
                                           Robert M. Chiste
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

         We, the undersigned directors and officers of Allwaste, Inc., do
hereby constitute and appoint Robert M. Chiste or William L. Fiedler or either
of them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of
this Registration Statement, including specifically, without limitation, power
and authority to sign for any of us, in our names in the capacities indicated
below, any and all amendments hereto; and we do each hereby ratify and confirm
all that the said attorneys and agents, or either of them, shall do or cause to
be done by virtue hereof.
8
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 29th day of January, 1997.
/s/ R. L. NELSON, JR.                                    Chairman of the Board of Directors
---------------------------------------------                                               
R. L. Nelson, Jr.                            
                                             
                                             
 /s/ Robert M. Chiste                                     President and Chief Executive Officer;
---------------------------------------------             Director (Principal Executive Officer)
Robert M. Chiste                                          
                                             
                                             
  /s/ T. Wayne Wren, Jr.                                  Senior Vice President -- Chief Financial
---------------------------------------------             Officer and Treasurer                                        
T. Wayne Wren, Jr.                                        (Principal Financial Officer)
                                             
 /s/ Michael W. Ramirez                                   Vice President and Controller
---------------------------------------------             (Principal Accounting Officer)                             
Michael W. Ramirez                                        
                                             
                                             
  /s/ Michael A. Baker                                    Director
---------------------------------------------                     
Michael A. Baker                             
                                             
                                             
  /s/ John U. Clarke                                      Director
---------------------------------------------                     
John U. Clarke                               
                                             
                                             
  /s/ William E. Haynes                                   Director
---------------------------------------------                     
William E. Haynes                            
                                             
                                             
  /s/ Robert L. Knauss                                    Director
---------------------------------------------                     
Robert L. Knauss                             
                                             
                                             
  /s/ Frank A. Rossi                                      Director
---------------------------------------------                     
Frank A. Rossi                               
                                             
                                             
 /s/ Thomas J. Tierney                                    Director
---------------------------------------------                     
Thomas J. Tierney                            
                                             
                                             
  /s/ T. Michael Young                                    Director
---------------------------------------------                     
T. Michael Young
9
                                 EXHIBIT INDEX
Exhibit 
      Number                            Exhibit Description
      ------                            -------------------
4.1             Allwaste, Inc. Deferred Compensation Plan

       4.2             Allwaste, Inc. Deferred Compensation Plan and Trust
                       dated effective February 15, between Allwaste, Inc. 
                       and Texas Commerce Bank, National Association, as Trustee

       23.1            Consent of Arthur Andersen LLP

       24.1            Power of Attorney (included on the signature page hereto)