<PAGE>   1

     As filed with the Securities and Exchange Commission on August 7, 1995

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

                       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                     (I.R.S. Employer
      incorporation or organization)                   Identification No.)

                          5000 QUORUM DRIVE, SUITE 300
                              DALLAS, TEXAS  75240
                    (Address of principal executive offices)

                       CHAMBERS DEVELOPMENT COMPANY, INC.
                             1988 STOCK OPTION PLAN
                            (Full title of the plan)

                              GREGORY T. SANGALIS
                            USA WASTE SERVICES, INC.
                          5000 QUORUM DRIVE, SUITE 300
                              DALLAS, TEXAS  75240
                                 (214) 383-7900
           (Name, address and telephone number of agent for service)

                                   Copies to:

                                 JOHN T. UNGER
                              SNELL & SMITH, P. C.
                           1000 LOUISIANA, SUITE 3650
                             HOUSTON, TEXAS  77002
                              ___________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
                                                      PROPOSED               PROPOSED
     TITLE OF                                          MAXIMUM               MAXIMUM
   SECURITIES                   AMOUNT                OFFERING              AGGREGATE            AMOUNT OF
      TO BE                      TO BE                  PRICE                OFFERING           REGISTRATION
   REGISTERED                REGISTERED(1)            PER SHARE               PRICE                 FEE                  
-------------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                     <C>                    <C>                  <C>             
  COMMON STOCK,              540,574 SHARES          $19.00(2)               $10,270,906          $3,541.69
  $.01 PAR VALUE
                                                                                                                         
=========================================================================================================================
</TABLE>

(1)      THE REGISTRATION STATEMENT ALSO INCLUDES AN INDETERMINABLE NUMBER OF
         ADDITIONAL SHARES THAT MAY BECOME ISSUABLE PURSUANT TO THE
         ANTIDILUTION ADJUSTMENT PROVISIONS OF THE PLAN.
(2)      IN ACCORDANCE WITH RULE 457, CALCULATED ON THE BASIS OF THE CLOSING
         PRICE FOR COMMON STOCK ON THE NEW YORK STOCK EXCHANGE ON AUGUST 3,
         1995.


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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference in this
registration statement:

         (a)     The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.

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

         (c)     The descriptions of the registrant's Common Stock which are
contained in the registrant's registration statement filed under Section 12 of
the Securities Exchange Act of 1934, including any amendment or reports filed
for the purpose of updating such descriptions.

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


ITEM 4.  DESCRIPTION OF SECURITIES.

                                 Not applicable


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                 Not applicable





                                      II-2
<PAGE>   3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102(b)(7) of the Delaware General Corporation Law provides
that the certificate of incorporated of a Delaware corporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director: (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation
of law, (iii) under Section 174 of this title, or (iv) for any transaction from
which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective.

         The Certificate of Incorporation of the registrant includes the
following provision:

                 Seventh:  No director of the Corporation shall not be 
         personally liable to the Corporation or its stockholders for monetary 
         damages for breach of fiduciary duty as a director, provided that this
         provision shall not eliminate or limit the liability of a director (i)
         for any breach of the director's duty of loyalty to the Corporation or
         its stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the General Corporation Law of Delaware, or (iv)
         for any transaction from which the director derived an improper
         personal benefit.  If the General Corporation Law of Delaware
         hereafter is amended to authorize the further elimination or
         limitation of the liability of directors, then the liability of a
         director of the Corporation, in addition to the limitation on personal
         liability provided herein, shall be limited to the fullest extent
         permitted by the amended General Corporation Law of Delaware. Neither 
         this Restated Certificate of Incorporation nor any amendment, 
         alteration, or repeal of this Article, nor the adoption of any 
         provision of the Restated Certificate of Incorporation inconsistent 
         with this Article, shall adversely effect, eliminate, or reduce any 
         right or protection of a director of the Corporation hereunder with 
         respect to any act, omission or matter occurring, or any action, suit,
         or claim that, but for this Article, would accrue or arise, prior to 
         the time of such amendment, modification, repeal, or adoption of an 
         inconsistent provision. All references in this Article to a "director"
         shall also be deemed to refer to such person or persons, if any, who
         pursuant to a provision of the Restated Certificate of Incorporation in
         accordance with subsection (a) of Section 141 of the Delaware General
         Corporation Law, exercise or perform any of the powers or duties 
         otherwise conferred or imposed upon the board of directors by the 
         Delaware General Corporation Law.

         Section 145 of the Delaware General Corporation Law provides as
follows:

         145.  INDEMNIFICATION OF OFFICERS DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. -- (a)  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 the request of the corporation 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 corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.





                                      II-3
<PAGE>   4
         (b)     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 or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit 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 except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine 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 which the Court
of Chancery or such other court shall deem proper.

         (c)     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 in subsection (a) or (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees), actually and
reasonably incurred by him in connection therewith.

         (d)     Any indemnification under the provisions of subsection (a) or
(b) of this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in subsection (a) or (b) of this section.  Such determination shall be made (1)
by a majority vote of directors who were not parties to such action suit or
proceeding even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.

         (e)     Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized by the provisions of this section.  Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

         (f)     The indemnification and advancement of expense provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

         (g)     A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was servicing at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.





                                      II-4
<PAGE>   5
         (h)     For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
section with respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence had
continued.

         (i)     For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services, by such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.

         (j)     The indemnification and advancement of expenses provided by,
or granted pursuant to, this section, unless otherwise provided when authorized
or ratified, shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         (k)     The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of Chancery
may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees).

         The Certificate of Incorporation of the registrant includes the 
following provision:

                 Eighth:  This Corporation shall, to the maximum extent 
         permitted from time to time under the law of the State of Delaware,
         indemnify and upon request shall advance expenses to any person who
         is or was a party or is threatened to be made a party to any 
         threatened, pending or completed action, suit, proceeding or claim,
         whether civil, criminal, administrative or investigative, by reason
         of the fact that such person is or was or has agreed to be a director
         or officer of this Corporation or any of its direct or indirect
         subsidiaries or while such a director or officer is or was serving at
         the request of this Corporation as a director, officer, partner, 
         trustee, employee or agent of any corporation, partnership, joint
         venture, trust or other enterprise, including service with respect to
         employee benefit plans, against expenses (including attorney's fees 
         and expenses), judgments, fines, penalties and amounts paid in
         settlement incurred in connection with the investigation, preparation
         to defend or defense of such action, suit, proceeding or claim;
         provided, however, that the foregoing shall not require this
         Corporation to indemnify or advance expenses to any person in
         connection with any action, suit, proceeding, claim or counterclaim
         initiated by or on behalf of such person.  Such indemnification shall
         not be exclusive of other indemnification rights arising under any
         bylaws, agreement, vote of directors or stockholders or otherwise and
         shall inure to the benefit of the heirs and legal representatives of
         such person. Any person seeking indemnification under this Article
         shall be deemed to have met the standard of conduct required for such
         indemnification unless the contrary shall be established.

         The Bylaws of the registrant include indemnification provisions that
generally provide indemnification to directors and officers of the registrant
in the manner and to the extent permitted by Section 145 of the Delaware
General Corporation Law. However, the provisions corresponding to subsections
145(a) and (b) are mandatory rather than permissive.

         The registrant has entered into Indemnification Agreements with each
of its directors and executive officers.  Such Indemnification Agreements
provide that such persons (the "Indemnitees") will be indemnified and held
harmless from all expenses, including (without limitation) reasonable fees and
expenses of counsel, and all liabilities, including (without limitation) the
amount of any judgments, fines, penalties, excise taxes and amounts paid in
settlement, actually incurred by an Indemnitee with respect to any threatened,
pending or completed claim, action (including any action by or in the right of
the registrant), suit or proceeding (whether formal or informal, or civil,
criminal, administrative, legislative, arbitrative or investigative) in respect
of which such Indemnitee is, was or at any time becomes, or is threatened to be
made, a party, witness, subject or target, by reason of the fact that such
Indemnitee is or was a director, officer, agent or fiduciary of the registrant
or serving at the request of the registrant as a director, officer, employee,
fiduciary or representative of another enterprise. Such Indemnification
Agreements also provide that the registrant, if requested to do so by an
Indemnitee, will advance to such Indemnitee, prior to final disposition of any
proceeding, the expenses actually incurred by the Indemnitee





                                      II-5
<PAGE>   6
subject to the obligation of the Indemnitee to refund if it is ultimately
determined that such Indemnitee was not entitled to indemnification.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                                Not applicable.


ITEM 8.  EXHIBITS.

*         4.1    Restated Certificate of Incorporation of the Registrant
*         4.2    Bylaws of the Registrant
          4.3    Specimen Stock Certificate [Incorporated by reference to
                 Exhibit 4.3 of the Registrant's Registration Statement on Form
                 S-3, File No. 33-76224]
          5.1    Opinion of Snell & Smith, A Professional Corporation
         23.1    Consent of Snell & Smith, A Professional Corporation [Included
                 in Exhibit 5.1]
*        23.2    Consent of Coopers & Lybrand, L.L.P.
*        23.3    Consent of Arthur Andersen LLP
*        23.4    Consent of Deloitte & Touche LLP
*        24.1    Powers of Attorney (Included on Page II-9)

----------
*   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;

                          (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 paragraph (a)(1)(i) and (a)(1)(ii)
                 shall 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 Section 15(d) of the





                                      II-6
<PAGE>   7
                 Securities Exchange Act of 1934 that are incorporated by 
                 reference in the registration statement.

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

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

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

         (c)     The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         (d)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "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 Act and is, therefore, unenforceable.  In the event
that a claim or indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.





                                      II-7
<PAGE>   8
         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas
on August 7, 1995.


                              USA Waste Services, Inc.
                              
                              
                              
                              By:        /s/ John E. Drury 
                                 -------------------------------------------
                                    John E. Drury, Chief Executive Officer
                              




                                      II-8
<PAGE>   9
                              POWERS OF ATTORNEY

         We, the undersigned officers and directors of USA Waste Services,
Inc., hereby severally constitute Earl E.  DeFrates and Gregory T. Sangalis,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names, in the capacities
indicated below, the Registration Statement filed herewith and any amendments
to said Registration Statement, and generally to do all such things in our name
and behalf in our capacities as officers and directors to enable USA Waste
Services, Inc. to comply with the provisions of the Securities Act of 1933 as
amended, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

         Witness our hands on the date set forth below.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on August 7, 1995.

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

/s/ Donald F. Moorehead, Jr.                                Vice Chairman of the Board and Chief Development
--------------------------------                            Officer                                         
Donald F. Moorehead, Jr.                                           
                                                            
/s/ David Sutherland-Yoest                                  President, Chief Operating Officer, and Director
--------------------------------                                                                               
David Sutherland-Yoest

/s/ Earl E. DeFrates                                        Executive Vice President, Chief Financial Officer
--------------------------------                            and Treasurer                                    
Earl E. DeFrates                                                         
                                                            
/s/ Bruce E. Snyder                                         Vice President and Corporate Controller (Chief
--------------------------------                            Accounting Officer)                           
Bruce E. Snyder                                                                
                                                            
/s/ John G. Rangos, Sr.                                     Vice Chairman of the Board
--------------------------------                                                       
John G. Rangos, Sr.

/s/ Alexander W. Rangos                                     Executive Vice President for Corporate Development
--------------------------------                            and Director                                      
Alexander W. Rangos                                                     
                                                            
/s/ George L. Ball                                          Director
--------------------------------                                    
George L. Ball

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

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

/s/ Peter J. Gibbons                                        Director
--------------------------------                                    
Peter J. Gibbons
</TABLE>





                                      II-9

<PAGE>   10
                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT                                   
NUMBER              DESCRIPTION           
-------             -----------           
<S>      <C>                              
*  4.1    Restated Certificate of Incorporation of the Registrant
*  4.2    Bylaws of the Registrant
   4.3    Specimen Stock Certificate [Incorporated by reference to
          Exhibit 4.3 of the Registrant's Registration Statement on Form
          S-3, File No. 33-76224]
   5.1    Opinion of Snell & Smith, A Professional Corporation
  23.1    Consent of Snell & Smith, a Professional Corporation [Included
         in Exhibit 5.1]
* 23.2    Consent of Coopers & Lybrand, L.L.P.
* 23.3    Consent of Arthur Andersen LLP
* 23.4    Consent of Deloitte & Touche LLP
* 24.1    Powers of Attorney (Included on Page II-6)
</TABLE>

----------
*   Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT OF USA WASTE SERVICES, INC.", "secsgml_size_bytes": 33776}]
1

     As filed with the Securities and Exchange Commission on August 7, 1995

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

                       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                     (I.R.S. Employer
      incorporation or organization)                   Identification No.)

                          5000 QUORUM DRIVE, SUITE 300
                              DALLAS, TEXAS  75240
                    (Address of principal executive offices)

                       CHAMBERS DEVELOPMENT COMPANY, INC.
                             1988 STOCK OPTION PLAN
                            (Full title of the plan)

                              GREGORY T. SANGALIS
                            USA WASTE SERVICES, INC.
                          5000 QUORUM DRIVE, SUITE 300
                              DALLAS, TEXAS  75240
                                 (214) 383-7900
           (Name, address and telephone number of agent for service)

                                   Copies to:

                                 JOHN T. UNGER
                              SNELL & SMITH, P. C.
                           1000 LOUISIANA, SUITE 3650
                             HOUSTON, TEXAS  77002
                              ___________________

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                      PROPOSED               PROPOSED
     TITLE OF                                          MAXIMUM               MAXIMUM
   SECURITIES                   AMOUNT                OFFERING              AGGREGATE            AMOUNT OF
      TO BE                      TO BE                  PRICE                OFFERING           REGISTRATION
   REGISTERED                REGISTERED(1)            PER SHARE               PRICE                 FEE                  
-------------------------------------------------------------------------------------------------------------------------
COMMON STOCK,              540,574 SHARES          $19.00(2)               $10,270,906          $3,541.69
  $.01 PAR VALUE
                                                                                                                         
=========================================================================================================================
(1)      THE REGISTRATION STATEMENT ALSO INCLUDES AN INDETERMINABLE NUMBER OF
         ADDITIONAL SHARES THAT MAY BECOME ISSUABLE PURSUANT TO THE
         ANTIDILUTION ADJUSTMENT PROVISIONS OF THE PLAN.
(2)      IN ACCORDANCE WITH RULE 457, CALCULATED ON THE BASIS OF THE CLOSING
         PRICE FOR COMMON STOCK ON THE NEW YORK STOCK EXCHANGE ON AUGUST 3,
         1995.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference in this
registration statement:

         (a)     The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.

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

         (c)     The descriptions of the registrant's Common Stock which are
contained in the registrant's registration statement filed under Section 12 of
the Securities Exchange Act of 1934, including any amendment or reports filed
for the purpose of updating such descriptions.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

                                 Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                 Not applicable

                                      II-2
3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102(b)(7) of the Delaware General Corporation Law provides
that the certificate of incorporated of a Delaware corporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director: (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation
of law, (iii) under Section 174 of this title, or (iv) for any transaction from
which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective.

         The Certificate of Incorporation of the registrant includes the
following provision:

                 Seventh:  No director of the Corporation shall not be 
         personally liable to the Corporation or its stockholders for monetary 
         damages for breach of fiduciary duty as a director, provided that this
         provision shall not eliminate or limit the liability of a director (i)
         for any breach of the director's duty of loyalty to the Corporation or
         its stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the General Corporation Law of Delaware, or (iv)
         for any transaction from which the director derived an improper
         personal benefit.  If the General Corporation Law of Delaware
         hereafter is amended to authorize the further elimination or
         limitation of the liability of directors, then the liability of a
         director of the Corporation, in addition to the limitation on personal
         liability provided herein, shall be limited to the fullest extent
         permitted by the amended General Corporation Law of Delaware. Neither 
         this Restated Certificate of Incorporation nor any amendment, 
         alteration, or repeal of this Article, nor the adoption of any 
         provision of the Restated Certificate of Incorporation inconsistent 
         with this Article, shall adversely effect, eliminate, or reduce any 
         right or protection of a director of the Corporation hereunder with 
         respect to any act, omission or matter occurring, or any action, suit,
         or claim that, but for this Article, would accrue or arise, prior to 
         the time of such amendment, modification, repeal, or adoption of an 
         inconsistent provision. All references in this Article to a "director"
         shall also be deemed to refer to such person or persons, if any, who
         pursuant to a provision of the Restated Certificate of Incorporation in
         accordance with subsection (a) of Section 141 of the Delaware General
         Corporation Law, exercise or perform any of the powers or duties 
         otherwise conferred or imposed upon the board of directors by the 
         Delaware General Corporation Law.

         Section 145 of the Delaware General Corporation Law provides as
follows:

         145.  INDEMNIFICATION OF OFFICERS DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. -- (a)  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 the request of the corporation 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 corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

                                      II-3
4
         (b)     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 or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit 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 except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine 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 which the Court
of Chancery or such other court shall deem proper.

         (c)     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 in subsection (a) or (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees), actually and
reasonably incurred by him in connection therewith.

         (d)     Any indemnification under the provisions of subsection (a) or
(b) of this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in subsection (a) or (b) of this section.  Such determination shall be made (1)
by a majority vote of directors who were not parties to such action suit or
proceeding even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.

         (e)     Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized by the provisions of this section.  Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

         (f)     The indemnification and advancement of expense provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

         (g)     A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was servicing at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.

                                      II-4
5
         (h)     For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
section with respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence had
continued.

         (i)     For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services, by such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.

         (j)     The indemnification and advancement of expenses provided by,
or granted pursuant to, this section, unless otherwise provided when authorized
or ratified, shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         (k)     The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of Chancery
may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees).

         The Certificate of Incorporation of the registrant includes the 
following provision:

                 Eighth:  This Corporation shall, to the maximum extent 
         permitted from time to time under the law of the State of Delaware,
         indemnify and upon request shall advance expenses to any person who
         is or was a party or is threatened to be made a party to any 
         threatened, pending or completed action, suit, proceeding or claim,
         whether civil, criminal, administrative or investigative, by reason
         of the fact that such person is or was or has agreed to be a director
         or officer of this Corporation or any of its direct or indirect
         subsidiaries or while such a director or officer is or was serving at
         the request of this Corporation as a director, officer, partner, 
         trustee, employee or agent of any corporation, partnership, joint
         venture, trust or other enterprise, including service with respect to
         employee benefit plans, against expenses (including attorney's fees 
         and expenses), judgments, fines, penalties and amounts paid in
         settlement incurred in connection with the investigation, preparation
         to defend or defense of such action, suit, proceeding or claim;
         provided, however, that the foregoing shall not require this
         Corporation to indemnify or advance expenses to any person in
         connection with any action, suit, proceeding, claim or counterclaim
         initiated by or on behalf of such person.  Such indemnification shall
         not be exclusive of other indemnification rights arising under any
         bylaws, agreement, vote of directors or stockholders or otherwise and
         shall inure to the benefit of the heirs and legal representatives of
         such person. Any person seeking indemnification under this Article
         shall be deemed to have met the standard of conduct required for such
         indemnification unless the contrary shall be established.

         The Bylaws of the registrant include indemnification provisions that
generally provide indemnification to directors and officers of the registrant
in the manner and to the extent permitted by Section 145 of the Delaware
General Corporation Law. However, the provisions corresponding to subsections
145(a) and (b) are mandatory rather than permissive.

         The registrant has entered into Indemnification Agreements with each
of its directors and executive officers.  Such Indemnification Agreements
provide that such persons (the "Indemnitees") will be indemnified and held
harmless from all expenses, including (without limitation) reasonable fees and
expenses of counsel, and all liabilities, including (without limitation) the
amount of any judgments, fines, penalties, excise taxes and amounts paid in
settlement, actually incurred by an Indemnitee with respect to any threatened,
pending or completed claim, action (including any action by or in the right of
the registrant), suit or proceeding (whether formal or informal, or civil,
criminal, administrative, legislative, arbitrative or investigative) in respect
of which such Indemnitee is, was or at any time becomes, or is threatened to be
made, a party, witness, subject or target, by reason of the fact that such
Indemnitee is or was a director, officer, agent or fiduciary of the registrant
or serving at the request of the registrant as a director, officer, employee,
fiduciary or representative of another enterprise. Such Indemnification
Agreements also provide that the registrant, if requested to do so by an
Indemnitee, will advance to such Indemnitee, prior to final disposition of any
proceeding, the expenses actually incurred by the Indemnitee

                                      II-5
6
subject to the obligation of the Indemnitee to refund if it is ultimately
determined that such Indemnitee was not entitled to indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                                Not applicable.

ITEM 8.  EXHIBITS.

*         4.1    Restated Certificate of Incorporation of the Registrant
*         4.2    Bylaws of the Registrant
          4.3    Specimen Stock Certificate [Incorporated by reference to
                 Exhibit 4.3 of the Registrant's Registration Statement on Form
                 S-3, File No. 33-76224]
          5.1    Opinion of Snell & Smith, A Professional Corporation
         23.1    Consent of Snell & Smith, A Professional Corporation [Included
                 in Exhibit 5.1]
*        23.2    Consent of Coopers & Lybrand, L.L.P.
*        23.3    Consent of Arthur Andersen LLP
*        23.4    Consent of Deloitte & Touche LLP
*        24.1    Powers of Attorney (Included on Page II-9)

----------
*   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;

                          (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 paragraph (a)(1)(i) and (a)(1)(ii)
                 shall 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 Section 15(d) of the

                                      II-6
7
                 Securities Exchange Act of 1934 that are incorporated by 
                 reference in the registration statement.

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

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

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

         (c)     The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         (d)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "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 Act and is, therefore, unenforceable.  In the event
that a claim or indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                      II-7
8
         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas
on August 7, 1995.

                              USA Waste Services, Inc.
                              
                              
                              
                              By:        /s/ John E. Drury 
                                 -------------------------------------------
                                    John E. Drury, Chief Executive Officer
                              

                                      II-8
9
                              POWERS OF ATTORNEY

         We, the undersigned officers and directors of USA Waste Services,
Inc., hereby severally constitute Earl E.  DeFrates and Gregory T. Sangalis,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names, in the capacities
indicated below, the Registration Statement filed herewith and any amendments
to said Registration Statement, and generally to do all such things in our name
and behalf in our capacities as officers and directors to enable USA Waste
Services, Inc. to comply with the provisions of the Securities Act of 1933 as
amended, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

         Witness our hands on the date set forth below.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on August 7, 1995.
Signature                                                     Title
                     ---------                                                     -----
/s/ John E. Drury                                           Chairman of the Board and Chief Executive Officer
--------------------------------                                                                             
John E. Drury

/s/ Donald F. Moorehead, Jr.                                Vice Chairman of the Board and Chief Development
--------------------------------                            Officer                                         
Donald F. Moorehead, Jr.                                           
                                                            
/s/ David Sutherland-Yoest                                  President, Chief Operating Officer, and Director
--------------------------------                                                                               
David Sutherland-Yoest

/s/ Earl E. DeFrates                                        Executive Vice President, Chief Financial Officer
--------------------------------                            and Treasurer                                    
Earl E. DeFrates                                                         
                                                            
/s/ Bruce E. Snyder                                         Vice President and Corporate Controller (Chief
--------------------------------                            Accounting Officer)                           
Bruce E. Snyder                                                                
                                                            
/s/ John G. Rangos, Sr.                                     Vice Chairman of the Board
--------------------------------                                                       
John G. Rangos, Sr.

/s/ Alexander W. Rangos                                     Executive Vice President for Corporate Development
--------------------------------                            and Director                                      
Alexander W. Rangos                                                     
                                                            
/s/ George L. Ball                                          Director
--------------------------------                                    
George L. Ball

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

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

/s/ Peter J. Gibbons                                        Director
--------------------------------                                    
Peter J. Gibbons
II-9
10
                              INDEX TO EXHIBITS
EXHIBIT                                   
NUMBER              DESCRIPTION           
-------             -----------
*  4.1    Restated Certificate of Incorporation of the Registrant
*  4.2    Bylaws of the Registrant
   4.3    Specimen Stock Certificate [Incorporated by reference to
          Exhibit 4.3 of the Registrant's Registration Statement on Form
          S-3, File No. 33-76224]
   5.1    Opinion of Snell & Smith, A Professional Corporation
  23.1    Consent of Snell & Smith, a Professional Corporation [Included
         in Exhibit 5.1]
* 23.2    Consent of Coopers & Lybrand, L.L.P.
* 23.3    Consent of Arthur Andersen LLP
* 23.4    Consent of Deloitte & Touche LLP
* 24.1    Powers of Attorney (Included on Page II-6)
----------
*   Filed herewith.