<PAGE>   1



    As filed with the Securities and Exchange Commission on October 11, 1996

                                                      Registration No.333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            USA WASTE SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                       <C>
                DELAWARE                                       73-1309529
    (STATE OR OTHER JURISDICTION OF                         (I.R.S.  EMPLOYER
     INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
                                                       
                                                       
          5400 LBJ FREEWAY                             
          SUITE 300-TOWER ONE                          
          DALLAS, TEXAS                                           75240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)
</TABLE>


                     USA WASTE SERVICES, INC. 1996 STOCK
                   OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

                            (Full title of the plan)

                              GREGORY T. SANGALIS
                                5400 LBJ FREEWAY
                              SUITE 300-TOWER ONE
                              DALLAS, TEXAS 75240
                    (Name and address of agent for service)

                                 (972) 383-7900
                    (Telephone number, including area code,
                             of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
                                                                Proposed Maximum        Proposed Maximum                    
                                                Amount to        Offering Price            Aggregate             Amount of  
    Title of Securities to be Registered      be Registered       Per Share(1)         Offering Price(1)    Registration Fee
----------------------------------------------------------------------------------------------------------------------------
 <S>                                         <C>                     <C>                  <C>                   <C>
 Common Stock, par value $.01                400,000 Shares          $31.875              $12,750,000           $3,863.60
   per share                                  
============================================================================================================================
</TABLE>
1.       Estimated pursuant to Rule 457(c) solely for the purpose of
         calculating the registration fee, based upon the average of the high
         and low sales prices of a share of the Company's Common Stock on the
         New York Stock Exchange on October 9, 1996 as published in The Wall
         Street Journal on October 10, 1996.

================================================================================
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The Company incorporates herein by reference the following
documents, or portions of documents, as of their respective dates as filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

         1.       The Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1995;

         2.       The Company's Quarterly Reports on Form 10-Q for the quarters
         ended March 31, 1996 and June 30, 1996;

         3.       Post-Effective Amendment No. 1 on Form S-8 to the Company's
         registration statement on Form S-4, filed on September 5, 1996;

         4.       The Company's Current Report on Form 8-K filed with the
         Commission on January 9, 1996, its Current Report on Form 8-K filed 
         May 22, 1996, as amended by its Form 8-K/A (Amendment No. 1) filed on 
         May 29, 1996, its Form 8-K/A (Amendment No. 2) filed on June 28, 1996 
         and its Form 8-K/A (Amendment No. 3) filed on July 1, 1996, and its 
         Current Report on Form 8-K filed June 22, 1996; and

         5.       The description of the Company's common stock, par value $.01
         per share (the "Common Stock"), contained in the registration statement
         on Form 8-A, dated July 1, 1993, as amended by Form 8-B dated July 13, 
         1995.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
registration statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by Item 5 is not applicable to this
registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law ("DGCL") provides that a
corporation may 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, other
than an action by or in the right of the corporation, 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 its request in such capacity in another corporation or
business association, 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 corporation and, with respect to any criminal action or proceedings, had no



                                     II-1
<PAGE>   3
reasonable cause to believe his conduct was unlawful. With respect to actions by
or in the right of the corporation, a person may not be indemnified if he has
been adjudged to be liable to the corporation, except where, besides meeting the
requirements described in the preceding sentence, the court in which such action
was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection therewith. A corporation shall have the power to purchase insurance
on behalf of the persons referred to above against any liability asserted
against them and incurred by them in such capacities referred to whether or not
the corporation would have the power to indemnify them against such liability.
        
         Section 102(b)(7) of the DGCL provides that the certificate of
incorporation of a corporation may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director for (i) any
breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) unlawful dividend
payment or stock purchase or redemption under Section 174 of the DGCL, (iv) any
transaction from which the director derived an improper personal benefit, or
(v) any act or omission occurring prior to the date when such provision becomes
effective.

         The Registrant's Certificate of Incorporation provides that (i) the
Registrant shall indemnify, and advance litigation expenses to, its officers,
directors, employees and agents to the fullest extent permitted by the DGCL and
all other laws of the State of Delaware, (ii) to the fullest extent that the
DGCL permits the limitation or elimination of the liability of directors, no
director of the Registrant shall be personally liable to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
(iii) no amendment to or repeal of the provision of the Certificate of
Incorporation described in clause (ii) shall apply to or have any effect on the
liability or alleged liability of any director of the Registrant for or with
respect to any acts or omission of such director occurring prior to the time of
such amendment or repeal and (iv) any amendment to the DGCL which further
limits or eliminates the liability of directors shall be fully applicable to
the Registrant's directors.

         The Registrant has indemnification agreements with its directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Information required by Item 7 is not applicable to this Registration
Statement.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
         Exhibit
         Number  Description
         ------  -----------
         <S>     <C>
         4.1     Restated Certificate of Incorporation - incorporated by reference to Exhibit 3.1(b) of the Registrant's
                 Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996

         4.2     Certificate of Amendment to the Restated Certificate of Incorporation - incorporated by reference to
                 Exhibit 4.2 of the Registrant's Post-effective Amendment No. 1 on Form S-8 to the registration
                 statement on Form S-4; File No. 333-08161

         4.3     Bylaws - incorporated by reference to Exhibit 3.2 to the Registrant's registration statement on Form 
                 S-4, File No. 33-60103

</TABLE>




                                     II-2
<PAGE>   4

<TABLE>
         <S>     <C>
         5.1*    Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered

         23.1    Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this registration
                 statement)

         23.2*   Consent of Coopers & Lybrand L.L.P.

         23.3*   Consent of Deloitte & Touche LLP

         23.4*   Consent of Ernst & Young LLP

         23.5*   Consent of Arthur Andersen LLP

         24.1    Power of Attorney (set forth on the signature page contained in Part II of this registration statement)

         99.1*   USA Waste Services, Inc. 1996 Stock Option Plan for Non-Employee Directors
</TABLE>
========================
*Filed herewith.

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
                 end 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 20 percent 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 (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3 or Form S-8,
         and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant 




                                     II-3
<PAGE>   5

         pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
         incorporated by reference in the registration statement.

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

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

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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)     Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.





                                     II-4
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on this 15th day of
October, 1996.

                                        USA Waste Services, Inc.


                                        By    /s/ John E. Drury
                                          -----------------------------
                                              John E. Drury
                                              Chief Executive Officer





                                     II-5
<PAGE>   7
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of USA Waste Services, Inc. (the "Company") hereby constitutes and
appoints John E. Drury, Earl E. DeFrates and Gregory T. Sangalis, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file this registration statement under the Securities Act of 1933,
as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities and Exchange
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same, as fully to all intents and
purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on October 15th, 1996.

<TABLE>
<CAPTION>
Signature                                             Title
---------                                             -----
      <S>                                             <C>
            /s/ John E. Drury                         Chairman of the Board and Chief          
----------------------------------------------           Executive Officer (Principal 
                John E. Drury                            executive officer)

          /s/ Earl E. DeFrates                        Executive Vice President and Chief Financial
----------------------------------------------           Officer (Principal financial officer)    
              Earl E. DeFrates                                                               

           /s/ Bruce E. Snyder                        Vice President and Controller (Principal
----------------------------------------------           accounting officer)                  
               Bruce E. Snyder                           
                   
      /s/ Donald F. Moorehead, Jr.                    Vice Chairman
----------------------------------------------
          Donald F. Moorehead, Jr.                                

       /s/ David Sutherland-Yoest                     Director
----------------------------------------------                
           David Sutherland-Yoest

                                                      Director
----------------------------------------------                
               Larry J. Martin

                                                      President and Director
----------------------------------------------                              
               Rodney R. Proto

         /s/ Richard J. Heckmann                      Director
----------------------------------------------                
             Richard J. Heckmann

          /s/ William E. Moffett                      Director
----------------------------------------------                
              William E. Moffett

         /s/ John G. Rangos, Sr.                      Director
----------------------------------------------                
             John G. Rangos, Sr.

         /s/ Alexander W. Rangos                      Vice Chairman and Director
----------------------------------------------                                  
             Alexander W. Rangos

                                                      Director
----------------------------------------------                
               Kosti Shirvanian

           /s/ Savey Tufenkian                        Director
----------------------------------------------                
               Savey Tufenkian

                                                      Director
----------------------------------------------                
                Ralph F. Cox
</TABLE>





                                     II-6
<PAGE>   8
                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>
      Exhibit
      Number     Description
      -------    -----------

         <S>     <C>
         5.1*    Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered

         23.2*   Consent of Coopers & Lybrand L.L.P.

         23.3*   Consent of Deloitte & Touche LLP

         23.4*   Consent of Ernst & Young LLP

         23.5*   Consent of Arthur Andersen LLP

         99.1*   USA Waste Services, Inc. 1996 Stock Option Plan for Non-Employee Directors
</TABLE>
========================
*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "USA WASTE SERVICES, INC.", "secsgml_size_bytes": 22593}]
{"company-data": {"conformed-name": "USA WASTE SERVICES INC", "cik": "0000823768", "assigned-sic": "4953", "irs-number": "731309529", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14115", "film-number": "96643394"}, "business-address": {"street1": "5400 LBJ FREEWAY", "street2": "SUITE 300 TOWER ONE", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2143837900"}, "mail-address": {"street1": "5400 LBJ FREEWAY", "street2": "5400 LBJ FREEWAY", "city": "DALLAS", "state": "TX", "zip": "75240"}}
1

    As filed with the Securities and Exchange Commission on October 11, 1996

                                                      Registration No.333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            USA WASTE SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                       73-1309529
    (STATE OR OTHER JURISDICTION OF                         (I.R.S.  EMPLOYER
     INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
                                                       
                                                       
          5400 LBJ FREEWAY                             
          SUITE 300-TOWER ONE                          
          DALLAS, TEXAS                                           75240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)
USA WASTE SERVICES, INC. 1996 STOCK
                   OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

                            (Full title of the plan)

                              GREGORY T. SANGALIS
                                5400 LBJ FREEWAY
                              SUITE 300-TOWER ONE
                              DALLAS, TEXAS 75240
                    (Name and address of agent for service)

                                 (972) 383-7900
                    (Telephone number, including area code,
                             of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                Proposed Maximum        Proposed Maximum                    
                                                Amount to        Offering Price            Aggregate             Amount of  
    Title of Securities to be Registered      be Registered       Per Share(1)         Offering Price(1)    Registration Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01                400,000 Shares          $31.875              $12,750,000           $3,863.60
   per share                                  
============================================================================================================================
1.       Estimated pursuant to Rule 457(c) solely for the purpose of
         calculating the registration fee, based upon the average of the high
         and low sales prices of a share of the Company's Common Stock on the
         New York Stock Exchange on October 9, 1996 as published in The Wall
         Street Journal on October 10, 1996.

================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The Company incorporates herein by reference the following
documents, or portions of documents, as of their respective dates as filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

         1.       The Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1995;

         2.       The Company's Quarterly Reports on Form 10-Q for the quarters
         ended March 31, 1996 and June 30, 1996;

         3.       Post-Effective Amendment No. 1 on Form S-8 to the Company's
         registration statement on Form S-4, filed on September 5, 1996;

         4.       The Company's Current Report on Form 8-K filed with the
         Commission on January 9, 1996, its Current Report on Form 8-K filed 
         May 22, 1996, as amended by its Form 8-K/A (Amendment No. 1) filed on 
         May 29, 1996, its Form 8-K/A (Amendment No. 2) filed on June 28, 1996 
         and its Form 8-K/A (Amendment No. 3) filed on July 1, 1996, and its 
         Current Report on Form 8-K filed June 22, 1996; and

         5.       The description of the Company's common stock, par value $.01
         per share (the "Common Stock"), contained in the registration statement
         on Form 8-A, dated July 1, 1993, as amended by Form 8-B dated July 13, 
         1995.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
registration statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by Item 5 is not applicable to this
registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law ("DGCL") provides that a
corporation may 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, other
than an action by or in the right of the corporation, 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 its request in such capacity in another corporation or
business association, 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 corporation and, with respect to any criminal action or proceedings, had no

                                     II-1
3
reasonable cause to believe his conduct was unlawful. With respect to actions by
or in the right of the corporation, a person may not be indemnified if he has
been adjudged to be liable to the corporation, except where, besides meeting the
requirements described in the preceding sentence, the court in which such action
was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection therewith. A corporation shall have the power to purchase insurance
on behalf of the persons referred to above against any liability asserted
against them and incurred by them in such capacities referred to whether or not
the corporation would have the power to indemnify them against such liability.
        
         Section 102(b)(7) of the DGCL provides that the certificate of
incorporation of a corporation may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director for (i) any
breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) unlawful dividend
payment or stock purchase or redemption under Section 174 of the DGCL, (iv) any
transaction from which the director derived an improper personal benefit, or
(v) any act or omission occurring prior to the date when such provision becomes
effective.

         The Registrant's Certificate of Incorporation provides that (i) the
Registrant shall indemnify, and advance litigation expenses to, its officers,
directors, employees and agents to the fullest extent permitted by the DGCL and
all other laws of the State of Delaware, (ii) to the fullest extent that the
DGCL permits the limitation or elimination of the liability of directors, no
director of the Registrant shall be personally liable to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
(iii) no amendment to or repeal of the provision of the Certificate of
Incorporation described in clause (ii) shall apply to or have any effect on the
liability or alleged liability of any director of the Registrant for or with
respect to any acts or omission of such director occurring prior to the time of
such amendment or repeal and (iv) any amendment to the DGCL which further
limits or eliminates the liability of directors shall be fully applicable to
the Registrant's directors.

         The Registrant has indemnification agreements with its directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Information required by Item 7 is not applicable to this Registration
Statement.

ITEM 8. EXHIBITS.
Exhibit
         Number  Description
         ------  -----------
4.1     Restated Certificate of Incorporation - incorporated by reference to Exhibit 3.1(b) of the Registrant's
                 Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996

         4.2     Certificate of Amendment to the Restated Certificate of Incorporation - incorporated by reference to
                 Exhibit 4.2 of the Registrant's Post-effective Amendment No. 1 on Form S-8 to the registration
                 statement on Form S-4; File No. 333-08161

         4.3     Bylaws - incorporated by reference to Exhibit 3.2 to the Registrant's registration statement on Form 
                 S-4, File No. 33-60103
II-2
4
5.1*    Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered

         23.1    Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this registration
                 statement)

         23.2*   Consent of Coopers & Lybrand L.L.P.

         23.3*   Consent of Deloitte & Touche LLP

         23.4*   Consent of Ernst & Young LLP

         23.5*   Consent of Arthur Andersen LLP

         24.1    Power of Attorney (set forth on the signature page contained in Part II of this registration statement)

         99.1*   USA Waste Services, Inc. 1996 Stock Option Plan for Non-Employee Directors
========================
*Filed herewith.

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
                 end 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 20 percent 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 (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3 or Form S-8,
         and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant 

                                     II-3
5

         pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
         incorporated by reference in the registration statement.

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

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

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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)     Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.

                                     II-4
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on this 15th day of
October, 1996.

                                        USA Waste Services, Inc.

                                        By    /s/ John E. Drury
                                          -----------------------------
                                              John E. Drury
                                              Chief Executive Officer

                                     II-5
7
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of USA Waste Services, Inc. (the "Company") hereby constitutes and
appoints John E. Drury, Earl E. DeFrates and Gregory T. Sangalis, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file this registration statement under the Securities Act of 1933,
as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities and Exchange
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same, as fully to all intents and
purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on October 15th, 1996.
Signature                                             Title
---------                                             -----
/s/ John E. Drury                         Chairman of the Board and Chief          
----------------------------------------------           Executive Officer (Principal 
                John E. Drury                            executive officer)

          /s/ Earl E. DeFrates                        Executive Vice President and Chief Financial
----------------------------------------------           Officer (Principal financial officer)    
              Earl E. DeFrates                                                               

           /s/ Bruce E. Snyder                        Vice President and Controller (Principal
----------------------------------------------           accounting officer)                  
               Bruce E. Snyder                           
                   
      /s/ Donald F. Moorehead, Jr.                    Vice Chairman
----------------------------------------------
          Donald F. Moorehead, Jr.                                

       /s/ David Sutherland-Yoest                     Director
----------------------------------------------                
           David Sutherland-Yoest

                                                      Director
----------------------------------------------                
               Larry J. Martin

                                                      President and Director
----------------------------------------------                              
               Rodney R. Proto

         /s/ Richard J. Heckmann                      Director
----------------------------------------------                
             Richard J. Heckmann

          /s/ William E. Moffett                      Director
----------------------------------------------                
              William E. Moffett

         /s/ John G. Rangos, Sr.                      Director
----------------------------------------------                
             John G. Rangos, Sr.

         /s/ Alexander W. Rangos                      Vice Chairman and Director
----------------------------------------------                                  
             Alexander W. Rangos

                                                      Director
----------------------------------------------                
               Kosti Shirvanian

           /s/ Savey Tufenkian                        Director
----------------------------------------------                
               Savey Tufenkian

                                                      Director
----------------------------------------------                
                Ralph F. Cox
II-6
8
                              INDEX TO EXHIBITS
Exhibit
      Number     Description
      -------    -----------
5.1*    Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered

         23.2*   Consent of Coopers & Lybrand L.L.P.

         23.3*   Consent of Deloitte & Touche LLP

         23.4*   Consent of Ernst & Young LLP

         23.5*   Consent of Arthur Andersen LLP

         99.1*   USA Waste Services, Inc. 1996 Stock Option Plan for Non-Employee Directors
========================
*Filed herewith.