<PAGE>   1





                                                  Registration No. 33-
                                                                      ----------

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

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933

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

                        BROWNING-FERRIS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                                       74-1673682
(State or other jurisdiction of incorporation or              (I.R.S. Employer 
                organization)                                Identification No.)

          757 N. Eldridge                                            77079
           Houston, Texas                                          (Zip Code)
(Address of principal executive offices)


                        Browning-Ferris Industries, Inc.
                           1996 Stock Incentive Plan
                            (Full title of the plan)

                                GERALD K. BURGER
                        Browning-Ferris Industries, Inc.
                                757 N. Eldridge
                              Houston, Texas 77079
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (281) 870-7820

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

                                                   Cover continued on next page.
<PAGE>   2
                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                               Proposed               Proposed
  Title of                 Amount               Maximum               Maximum
Securities to              Being                Offering              Aggregate              Amount of
be Registered            Registered          Price Per Share        Offering Price       Registration Fee
-------------           -------------        ---------------        --------------       ----------------
<S>                     <C>                   <C>                   <C>                     <C>
Common Stock,           10,000,000(1)         $36.1875(2)           $361,875,000(2)          $109,659
$.16-2/3 Par                   
Value (3)
-----------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Pursuant to Rule 416, there are also registered hereby such additional
         shares of Common Stock as may be issuable by reason of the operation
         of the anti-dilution provisions of the plan.

(2)      Estimated solely for the purpose of calculating the registration fee
         in accordance with Rule 457(h) using the average of the high and low
         prices reported on the New York Stock Exchange transactions tape on
         October 13, 1997, pursuant to 457(c).

(3)      Includes the preferred stock purchase rights associated with the
         Common Stock.

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



                                      -ii-
<PAGE>   3
                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents which have been filed by Browning-Ferris Industries,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

           (a)   The Company's Annual Report on form 10-K for the fiscal year
                 ended September 30, 1996,

           (b)   The Company's Quarterly Reports on Form 10-Q for the quarterly
                 periods ended December 31, 1996, March 31, 1997 and June 30,
                 1997,

           (c)   The Company's Current Reports on Form 8-K filed October 6,
                 1997 and October 15, 1997, and

           (d)   The description of the Company's common stock set forth under
                 the caption "Capital Stock" in the Company's Registration
                 Statement on Form S-3 filed with the Commission on January 10,
                 1996, together with any amendment or report filed with the
                 Commission for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not Applicable

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not Applicable

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware empowers
the Company to, and the By-laws of the Company provide that it shall, indemnify
any person who was or is a party or is threatened to be made a party to, or
otherwise becomes involved in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, investigative
(formal or informal) other than an action by or in the right of the Company, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; except
that, in the case of an action or suit by or in the right of the Company, no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company, unless
and only to the extent that the Delaware Court of Chancery or the





                                      II-1
<PAGE>   4
court in which such action or suit was brought shall determine that such person
is fairly and reasonably entitled to indemnity for proper expenses.

The Company's By-laws provide, pursuant to Section 145 of the General
Corporation Law of the State of Delaware, for indemnification of officers,
directors, employees and agents of the Company and persons serving at the
request of the Company in such capacities for other business organizations
against certain losses, costs, liabilities and expenses incurred by reason of
their positions with the Company or such other business organizations.

The Company's Restated Certificate of Incorporation contains a provision which
eliminates, to the fullest extent permitted by law, director liability for
monetary damages for breaches of fiduciary duty of care.

In addition, the Company has to enter into Indemnity Agreements with each of
its directors and with certain officers of the Company designated by the Board
of Directors or its Executive Committee.  The Indemnity Agreements require that
the Company indemnify directors and designated officers who are parties thereto
in all cases to the fullest extent permitted by applicable law.

Pursuant to a policy of directors' and officers' liability and corporation
reimbursement insurance, the Company's officers and directors are insured,
subject to the limits, retention, exceptions and other terms and conditions of
such policy, against liability for any actual or alleged breach of duty,
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted while acting in their capacities as directors or
officers of the Company.

Pursuant to a number of agreements by which the Company acquired ownership of
businesses, the former owners of those businesses individually agreed to
indemnify each officer of the Company, each person who may be liable as a
director of the Company or as a person who controls or shall have controlled
the Company within the meaning of the Securities Act of 1933 (the "Act")
against certain liabilities that such officers, directors or controlling
persons might incur.  Generally, such former owners have agreed to indemnify
such officers, directors or controlling persons against any and all damages or
liabilities to which such officers, directors or controlling persons may become
subject under the Act, the Securities Exchange Act of 1934, state securities
laws, the common law or otherwise, including legal and other expenses incurred
in connection therewith, but only insofar as such liabilities arise out of or
are based upon any untrue statement or omission or alleged omission based upon
information furnished to the Company by or on behalf of such former owner for
use in certain registration statements filed by the Company under the Act or
upon failure of such former owner to provide such information.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not Applicable

ITEM 8.    EXHIBITS

*4.1    -       Restated Certificate of Incorporation of the Company dated 
                October 7, 1991.  (incorporated by reference to Exhibit No. 
                3(a) of Form 10-K for the fiscal year ended September 30, 
                1993.)

*4.2    -       By-laws of the Company, as amended (incorporated by reference
                to Exhibit No. 3 of the Company's Report on Form 10-Q for the
                quarterly period ended March 31, 1997.)

 4.3    -       Browning-Ferris Industries, Inc. 1996 Stock Incentive Plan.





                                      II-2
<PAGE>   5
4.4     -       Form of the Company's 1996 Stock Incentive Plan Agreement for 
                Non-qualified Stock Options.

5       -       Opinion as to the legality of the securities being registered.

23.1    -       Consent of Arthur Andersen L.L.P.

23.2    -       Consent of Counsel (included in the opinion filed as Exhibit 5).

24      -       Powers of Attorney (included under the caption "Powers of 
                Attorney and Signatures").                                 

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

*Incorporated by reference.


ITEM 9.    UNDERTAKINGS.

           A.        The undersigned registrant hereby undertakes:

                     (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.
                                           Notwithstanding the foregoing, any
                                           increase or decrease in volume of
                                           securities offered (if the total
                                           dollar value of securities offered
                                           would not exceed that which was
                                           registered) and any deviation from
                                           the low or high and of the estimated
                                           maximum offering range may be
                                           reflected in the form of prospectus
                                           filed with the Commission pursuant
                                           to Rule 424(b) if, in the aggregate,
                                           the changes in volume and price
                                           represent no more than a twenty
                                           percent (20%) change in the maximum
                                           aggregate offering price set forth
                                           in the "Calculation of Registration
                                           Fee" table in the effective
                                           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 (i) and (ii)
                                above do not apply if 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;





                                      II-3
<PAGE>   6
                     (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; and

                     (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 report
                     pursuant to Section 13(a) or 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.        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 a 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.





                                      II-4
<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 this 16th day of
October, 1997.

                                       BROWNING-FERRIS INDUSTRIES, INC.
                                                  (Registrant)


                                  By:          /s/ Bruce E. Ranck
                                     -----------------------------------------
                                                   Bruce E. Ranck,
                                                     President,
                                              Chief Executive Officer
                                                    and Director


                       POWERS OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.  Each of the undersigned officers and
directors of Browning-Ferris Industries, Inc. hereby constitutes and appoints
BRUCE E. RANCK, JEFFREY E. CURTISS and RUFUS WALLINGFORD, and each of them
singly, acting without the others, as true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and to make any and all
state securities law or blue sky filings, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.



                                           /s/ William D. Ruckelshaus
                                 ---------------------------------------------
                                            William D. Ruckelshaus,
                                             Chairman of the Board
                                                 and Director
   

                                           /s/ Bruce E. Ranck
                                 ---------------------------------------------
                                              Bruce E. Ranck,
                                        President, Chief Executive
                                           Officer and Director


                                           /s/ Jeffrey E. Curtiss
                                 ---------------------------------------------
                                             Jeffrey E. Curtiss,
                                           Senior Vice President and
                                            Chief Financial Officer





                                      II-5
<PAGE>   8
                                           
                                           
                                           /s/ David R. Hopkins
                                 ---------------------------------------------
                                             David R. Hopkins,
                                       Vice President, Controller and
                                          Chief Accounting Officer

                                           /s/ Gregory D. Brenneman
                                 ---------------------------------------------
                                        Gregory D. Brenneman, Director

                                           /s/ William T. Butler
                                 ---------------------------------------------
                                        William T. Butler, Director

                                           /s/ C. Jackson Grayson, Jr.
                                 ---------------------------------------------
                                       C. Jackson Grayson, Jr., Director

                                           /s/ Gerald Grinstein
                                 ---------------------------------------------
                                        Gerald Grinstein, Director

                                           /s/ Harry J. Phillips, Sr.
                                 ---------------------------------------------
                                     Harry J. Phillips, Sr., Director

                                           /s/ Joseph L. Roberts, Jr.
                                 ---------------------------------------------
                                       Joseph L. Roberts, Jr., Director

                                           /s/ Marc J. Shapiro
                                 ---------------------------------------------
                                        Marc J. Shapiro, Director

                                           /s/ Robert M. Teeter
                                 ---------------------------------------------
                                       Robert M. Teeter, Director

                                           /s/ Marina v.N. Whitman
                                 ---------------------------------------------
                                      Marina v.N. Whitman, Director

Date:    October 16, 1997





                                      II-6
<PAGE>   9
                              INDEX TO EXHIBITS

*4.1   -       Restated Certificate of Incorporation of the Company dated 
               October 7, 1991.  (incorporated by reference to Exhibit No. 
               3(a) of Form 10-K for the fiscal year ended September 30, 
               1993.)

*4.2   -       By-laws of the Company, as amended (incorporated by reference
               to Exhibit No. 3 of the Company's Report on Form 10-Q for the
               quarterly period ended March 31, 1997.)

4.3    -       Browning-Ferris Industries, Inc. 1996 Stock Incentive Plan.





<PAGE>   10
4.4     -       Form of the Company's 1996 Stock Incentive Plan Agreement for 
                Non-qualified Stock Options.

5       -       Opinion as to the legality of the securities being registered.

23.1    -       Consent of Arthur Andersen L.L.P.

23.2    -       Consent of Counsel (included in the opinion filed as Exhibit 5).

24      -       Powers of Attorney (included under the caption "Powers of 
                Attorney and Signatures").                                 

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

* Incorporated by reference.
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1

                                                  Registration No. 33-
                                                                      ----------

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

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933

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

                        BROWNING-FERRIS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                                       74-1673682
(State or other jurisdiction of incorporation or              (I.R.S. Employer 
                organization)                                Identification No.)

          757 N. Eldridge                                            77079
           Houston, Texas                                          (Zip Code)
(Address of principal executive offices)

                        Browning-Ferris Industries, Inc.
                           1996 Stock Incentive Plan
                            (Full title of the plan)

                                GERALD K. BURGER
                        Browning-Ferris Industries, Inc.
                                757 N. Eldridge
                              Houston, Texas 77079
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (281) 870-7820

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

                                                   Cover continued on next page.
2
                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
                                               Proposed               Proposed
  Title of                 Amount               Maximum               Maximum
Securities to              Being                Offering              Aggregate              Amount of
be Registered            Registered          Price Per Share        Offering Price       Registration Fee
-------------           -------------        ---------------        --------------       ----------------
Common Stock,           10,000,000(1)         $36.1875(2)           $361,875,000(2)          $109,659
$.16-2/3 Par                   
Value (3)
-----------------------------------------------------------------------------------------------------------
(1)      Pursuant to Rule 416, there are also registered hereby such additional
         shares of Common Stock as may be issuable by reason of the operation
         of the anti-dilution provisions of the plan.

(2)      Estimated solely for the purpose of calculating the registration fee
         in accordance with Rule 457(h) using the average of the high and low
         prices reported on the New York Stock Exchange transactions tape on
         October 13, 1997, pursuant to 457(c).

(3)      Includes the preferred stock purchase rights associated with the
         Common Stock.

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

                                      -ii-
3
                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents which have been filed by Browning-Ferris Industries,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

           (a)   The Company's Annual Report on form 10-K for the fiscal year
                 ended September 30, 1996,

           (b)   The Company's Quarterly Reports on Form 10-Q for the quarterly
                 periods ended December 31, 1996, March 31, 1997 and June 30,
                 1997,

           (c)   The Company's Current Reports on Form 8-K filed October 6,
                 1997 and October 15, 1997, and

           (d)   The description of the Company's common stock set forth under
                 the caption "Capital Stock" in the Company's Registration
                 Statement on Form S-3 filed with the Commission on January 10,
                 1996, together with any amendment or report filed with the
                 Commission for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not Applicable

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not Applicable

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware empowers
the Company to, and the By-laws of the Company provide that it shall, indemnify
any person who was or is a party or is threatened to be made a party to, or
otherwise becomes involved in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, investigative
(formal or informal) other than an action by or in the right of the Company, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; except
that, in the case of an action or suit by or in the right of the Company, no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company, unless
and only to the extent that the Delaware Court of Chancery or the

                                      II-1
4
court in which such action or suit was brought shall determine that such person
is fairly and reasonably entitled to indemnity for proper expenses.

The Company's By-laws provide, pursuant to Section 145 of the General
Corporation Law of the State of Delaware, for indemnification of officers,
directors, employees and agents of the Company and persons serving at the
request of the Company in such capacities for other business organizations
against certain losses, costs, liabilities and expenses incurred by reason of
their positions with the Company or such other business organizations.

The Company's Restated Certificate of Incorporation contains a provision which
eliminates, to the fullest extent permitted by law, director liability for
monetary damages for breaches of fiduciary duty of care.

In addition, the Company has to enter into Indemnity Agreements with each of
its directors and with certain officers of the Company designated by the Board
of Directors or its Executive Committee.  The Indemnity Agreements require that
the Company indemnify directors and designated officers who are parties thereto
in all cases to the fullest extent permitted by applicable law.

Pursuant to a policy of directors' and officers' liability and corporation
reimbursement insurance, the Company's officers and directors are insured,
subject to the limits, retention, exceptions and other terms and conditions of
such policy, against liability for any actual or alleged breach of duty,
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted while acting in their capacities as directors or
officers of the Company.

Pursuant to a number of agreements by which the Company acquired ownership of
businesses, the former owners of those businesses individually agreed to
indemnify each officer of the Company, each person who may be liable as a
director of the Company or as a person who controls or shall have controlled
the Company within the meaning of the Securities Act of 1933 (the "Act")
against certain liabilities that such officers, directors or controlling
persons might incur.  Generally, such former owners have agreed to indemnify
such officers, directors or controlling persons against any and all damages or
liabilities to which such officers, directors or controlling persons may become
subject under the Act, the Securities Exchange Act of 1934, state securities
laws, the common law or otherwise, including legal and other expenses incurred
in connection therewith, but only insofar as such liabilities arise out of or
are based upon any untrue statement or omission or alleged omission based upon
information furnished to the Company by or on behalf of such former owner for
use in certain registration statements filed by the Company under the Act or
upon failure of such former owner to provide such information.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not Applicable

ITEM 8.    EXHIBITS

*4.1    -       Restated Certificate of Incorporation of the Company dated 
                October 7, 1991.  (incorporated by reference to Exhibit No. 
                3(a) of Form 10-K for the fiscal year ended September 30, 
                1993.)

*4.2    -       By-laws of the Company, as amended (incorporated by reference
                to Exhibit No. 3 of the Company's Report on Form 10-Q for the
                quarterly period ended March 31, 1997.)

 4.3    -       Browning-Ferris Industries, Inc. 1996 Stock Incentive Plan.

                                      II-2
5
4.4     -       Form of the Company's 1996 Stock Incentive Plan Agreement for 
                Non-qualified Stock Options.

5       -       Opinion as to the legality of the securities being registered.

23.1    -       Consent of Arthur Andersen L.L.P.

23.2    -       Consent of Counsel (included in the opinion filed as Exhibit 5).

24      -       Powers of Attorney (included under the caption "Powers of 
                Attorney and Signatures").                                 

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

*Incorporated by reference.

ITEM 9.    UNDERTAKINGS.

           A.        The undersigned registrant hereby undertakes:

                     (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.
                                           Notwithstanding the foregoing, any
                                           increase or decrease in volume of
                                           securities offered (if the total
                                           dollar value of securities offered
                                           would not exceed that which was
                                           registered) and any deviation from
                                           the low or high and of the estimated
                                           maximum offering range may be
                                           reflected in the form of prospectus
                                           filed with the Commission pursuant
                                           to Rule 424(b) if, in the aggregate,
                                           the changes in volume and price
                                           represent no more than a twenty
                                           percent (20%) change in the maximum
                                           aggregate offering price set forth
                                           in the "Calculation of Registration
                                           Fee" table in the effective
                                           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 (i) and (ii)
                                above do not apply if 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;

                                      II-3
6
                     (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; and

                     (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 report
                     pursuant to Section 13(a) or 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.        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 a 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.

                                      II-4
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 this 16th day of
October, 1997.

                                       BROWNING-FERRIS INDUSTRIES, INC.
                                                  (Registrant)

                                  By:          /s/ Bruce E. Ranck
                                     -----------------------------------------
                                                   Bruce E. Ranck,
                                                     President,
                                              Chief Executive Officer
                                                    and Director

                       POWERS OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.  Each of the undersigned officers and
directors of Browning-Ferris Industries, Inc. hereby constitutes and appoints
BRUCE E. RANCK, JEFFREY E. CURTISS and RUFUS WALLINGFORD, and each of them
singly, acting without the others, as true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and to make any and all
state securities law or blue sky filings, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                           /s/ William D. Ruckelshaus
                                 ---------------------------------------------
                                            William D. Ruckelshaus,
                                             Chairman of the Board
                                                 and Director
   

                                           /s/ Bruce E. Ranck
                                 ---------------------------------------------
                                              Bruce E. Ranck,
                                        President, Chief Executive
                                           Officer and Director

                                           /s/ Jeffrey E. Curtiss
                                 ---------------------------------------------
                                             Jeffrey E. Curtiss,
                                           Senior Vice President and
                                            Chief Financial Officer

                                      II-5
8
                                           
                                           
                                           /s/ David R. Hopkins
                                 ---------------------------------------------
                                             David R. Hopkins,
                                       Vice President, Controller and
                                          Chief Accounting Officer

                                           /s/ Gregory D. Brenneman
                                 ---------------------------------------------
                                        Gregory D. Brenneman, Director

                                           /s/ William T. Butler
                                 ---------------------------------------------
                                        William T. Butler, Director

                                           /s/ C. Jackson Grayson, Jr.
                                 ---------------------------------------------
                                       C. Jackson Grayson, Jr., Director

                                           /s/ Gerald Grinstein
                                 ---------------------------------------------
                                        Gerald Grinstein, Director

                                           /s/ Harry J. Phillips, Sr.
                                 ---------------------------------------------
                                     Harry J. Phillips, Sr., Director

                                           /s/ Joseph L. Roberts, Jr.
                                 ---------------------------------------------
                                       Joseph L. Roberts, Jr., Director

                                           /s/ Marc J. Shapiro
                                 ---------------------------------------------
                                        Marc J. Shapiro, Director

                                           /s/ Robert M. Teeter
                                 ---------------------------------------------
                                       Robert M. Teeter, Director

                                           /s/ Marina v.N. Whitman
                                 ---------------------------------------------
                                      Marina v.N. Whitman, Director

Date:    October 16, 1997

                                      II-6
9
                              INDEX TO EXHIBITS

*4.1   -       Restated Certificate of Incorporation of the Company dated 
               October 7, 1991.  (incorporated by reference to Exhibit No. 
               3(a) of Form 10-K for the fiscal year ended September 30, 
               1993.)

*4.2   -       By-laws of the Company, as amended (incorporated by reference
               to Exhibit No. 3 of the Company's Report on Form 10-Q for the
               quarterly period ended March 31, 1997.)

4.3    -       Browning-Ferris Industries, Inc. 1996 Stock Incentive Plan.
10
4.4     -       Form of the Company's 1996 Stock Incentive Plan Agreement for 
                Non-qualified Stock Options.

5       -       Opinion as to the legality of the securities being registered.

23.1    -       Consent of Arthur Andersen L.L.P.

23.2    -       Consent of Counsel (included in the opinion filed as Exhibit 5).

24      -       Powers of Attorney (included under the caption "Powers of 
                Attorney and Signatures").                                 

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

* Incorporated by reference.