<PAGE>
 
                                                    REGISTRATION NO. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549
                             ______________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________

                         WHEELABRATOR TECHNOLOGIES INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                             22-2678047
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)
                             3003 BUTTERFIELD ROAD
                           OAK BROOK, ILLINOIS 60521
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                           _________________________

                 WHEELABRATOR-RUST SAVINGS AND RETIREMENT PLAN
                            (FULL TITLE OF THE PLAN)

                         WHEELABRATOR TECHNOLOGIES INC.
                             3003 BUTTERFIELD ROAD
                           OAK BROOK, ILLINOIS 60521
                       ATTN:  HERBERT A. GETZ, SECRETARY
                                 (708)572-8800
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                            _______________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================
                                                                      Proposed
                                                    Proposed          Maximum
                                                    Maximum           Aggregate     Amount of
Title of Securities                Amount to be     Offering Price    Offering      Registration
to be Registered                   Registered       Per Share(1)      Price(1)      Fee(1)
- -------------------------------------------------------------------------------------------------
<S>                              <C>                <C>               <C>           <C>
 Common stock, par value $.01
 per share.....................  2,000,000 shares       $14.81        $29,620,000   $10,213.79

=================================================================================================
</TABLE>

(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated
    on the basis of the average of the high and low sale prices for the
    registrant's common stock on the New York Stock Exchange Composite Tape on
    August 24, 1995, as reported by The Wall Street Journal (Midwest Edition).
    Such price and aggregate price are included solely for the purpose of
    calculating the registration fee.

    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE>
 
                                                      REGISTRATION NO. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ______________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________

                             WMX TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                             36-2660763
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)
                             3003 BUTTERFIELD ROAD
                           OAK BROOK, ILLINOIS 60521
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                           _________________________

                 WHEELABRATOR-RUST SAVINGS AND RETIREMENT PLAN
                            (FULL TITLE OF THE PLAN)

                             WMX TECHNOLOGIES, INC.
                             3003 BUTTERFIELD ROAD
                           OAK BROOK, ILLINOIS 60521
                             ATTN:  HERBERT A. GETZ
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                 (708)572-8800
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                            _______________________

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
=================================================================================================
                                                                      Proposed
                                                    Proposed          Maximum
                                                    Maximum           Aggregate     Amount of
Title of Securities                Amount to be     Offering Price    Offering      Registration
to be Registered                   Registered(1)    Per Share(1)      Price(1)      Fee(1)
- -------------------------------------------------------------------------------------------------
<S>                              <C>                <C>               <C>           <C>
 Common stock, par value $1.00
 per share.....................  1,000,000  shares   $29.63           $29,630,000     $10,217.24
=================================================================================================
</TABLE>

(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated
    on the basis of the average of the high and low sale prices for the
    registrant's common stock on the New York Stock Exchange Composite Tape on
    August 28, 1995, as reported by The Wall Street Journal (Midwest Edition).
    Such price and aggregate price are included solely for the purpose of
    calculating the registration fee.

    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
================================================================================


<PAGE>
 
                                    PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

   The documents containing the information required by these items will be
given to employees participating in the Wheelabrator-Rust Savings and Retirement
Plan (the "Plan") and are not required to be filed with the Securities and
Exchange Commission (the "Commission") as part of the registration statement or
as an exhibit thereto.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

   The following documents filed by the registrants with the Commission are
hereby incorporated herein by reference:

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

   (b) Wheelabrator-Rust Profit Sharing and Savings Plan Annual Report on Form
11-K for the plan year ended December 31, 1994.

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

   (d) The descriptions of the registrants' common stock which are contained in
the registration statements filed under section 12 of the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such descriptions.

   All documents subsequently filed by the registrants pursuant to sections 13,
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
of the shares of common stock offered hereby have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any

<PAGE>
 
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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty of care as a director, and Section 145 of the DGCL provides that the
corporation may indemnify any director or officer of the corporation against
liabilities and expenses incurred by him in connection with any action, suit or
proceeding in which he is made or threatened to be made a party by reason of
having been a director or officer of the corporation, subject to certain
limitations.  Reference is made to article fourteenth of the form of
Wheelabrator Technologies Inc.'s ("WTI") restated certificate of incorporation,
filed as exhibit 4.05 to this registration statement, which contains provisions
eliminating the personal liability of the officers and directors of WTI in
certain circumstances and providing for indemnification of them under certain
circumstances.  Reference is also made to article twelfth of WMX Technologies,
Inc.'s ("WMX") restated certificate of incorporation, filed as exhibits 4.07
through 4.14 to this registration statement, and section 6 of article VII of
WMX's bylaws, filed as exhibit 4.15 to this registration statement, which
provide indemnification by WMX of each director, officer or employee of WMX to
the full extent permitted by the DGCL.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

   Not applicable.

ITEM 8.  EXHIBITS

   The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.  The undersigned registrant has submitted the Plan and any
amendments thereto to

                                       2
<PAGE>
 
the Internal Revenue Service ("IRS") and has made and will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.

ITEM 9.  UNDERTAKINGS

  (a)  The undersigned registrants hereby undertake:

       (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                    (i)  To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

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

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

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

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

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

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

                                       3
<PAGE>
 
  (c)-(g)  Not applicable.

  (h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
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 registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       4
  (i)-(j)  Not applicable.
<PAGE>
 
                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on August 30, 1995.

                                        WHEELABRATOR TECHNOLOGIES INC.

                                    By               /s/ Phillip B. Rooney
                                       -----------------------------------------
                                                 Phillip B. Rooney,
                                                 Chairman of the Board and
                                                 Chief Executive Officer

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

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

    /s/ Phillip B. Rooney              Director, Chairman of
- -------------------------------------   the Board and Chief
       Phillip B. Rooney                Executive Officer

    /s/ Dean L. Buntrock               Director
- -------------------------------------          
       Dean L. Buntrock

    /s/ William M. Daley               Director
- -------------------------------------
       William M. Daley

    /s/ Donald F. Flynn                Director
- -------------------------------------
       Donald F. Flynn

    /s/ Kay Hahn Harrell               Director
- -------------------------------------          
       Kay Hahn Harrell
 
    /s/ James E. Koenig                Director                  August 30, 1995
- -------------------------------------  
       James E. Koenig
 
    /s/ Paul M. Montrone               Director
- -------------------------------------          
       Paul M. Montrone
 
    /s/ Manuel Sanchez                 Director
- -------------------------------------          
       Manuel Sanchez
 
    /s/ Thomas P. Stafford             Director
- -------------------------------------          
       Thomas P. Stafford
 
    /s/ Richard S. Haak, Jr.           Controller and Principal
- -------------------------------------   Accounting Officer      
       Richard S. Haak, Jr.                       

    /s/ John D. Sanford                Executive Vice President,
- -------------------------------------   Treasurer and Principal
       John D. Sanford                  Financial Officer

                                               
                                       5
<PAGE>
 
                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on August 30, 1995.

                                  WMX TECHNOLOGIES, INC.

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

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

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

    /s/ Dean L. Buntrock              Director, Chairman of
- ------------------------------------   the Board and Chief   
       Dean L. Buntrock                Executive Officer
                                    
    /s/ Jerry E. Dempsey              Director
- ------------------------------------          
       Jerry E. Dempsey
 
    /s/ Phillip B. Rooney             Director
- ------------------------------------          
       Phillip B. Rooney
 
    /s/ Donald F. Flynn               Director
- ------------------------------------          
       Donald F. Flynn
 
    /s/ Peter H. Huizenga             Director
- ------------------------------------          
       Peter H. Huizenga
 
    /s/ Peer Pedersen                 Director                   August 30, 1995
- ------------------------------------                  
       Peer Pedersen
 
    /s/ James R. Peterson             Director
- ------------------------------------          
       James R. Peterson
 
    /s/ Alexander B. Trowbridge       Director
- ------------------------------------          
       Alexander B. Trowbridge
 
    /s/ Howard H. Baker, Jr.          Director
- ------------------------------------          
       Howard H. Baker, Jr.
 
    /s/ H. Jesse Arnelle              Director
- ------------------------------------          
       H. Jesse Arnelle

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

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


                                       6
<PAGE>
 
                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Wheelabrator-
Rust Savings and Retirement Plan and has caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in Oak
Brook, Illinois on August 30, 1995.

                             WHEELABRATOR-RUST PROFIT SHARING AND SAVINGS PLAN

                             By the Members of the Administrative and Investment
                             Committee of the Wheelabrator-Rust Savings and
                             Retirement Plan:


                                   /s/ Thomas R. Frank
                             -------------------------------
                             Thomas R. Frank


                                  /s/ Rodney C. Gilbert
                             -------------------------------
                             Rodney C. Gilbert


                                    /s/ John M. Kehoe
                             -------------------------------
                             John M. Kehoe

                                       7

<PAGE>
 
 
                         WHEELABRATOR TECHNOLOGIES INC.
                             WMX TECHNOLOGIES, INC.
                                 EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION(1)
- -------                      --------------
 4.01      Wheelabrator-Rust Savings and Retirement Plan, amended and restated
           effective as of January 1, 1989
 
 4.02      First Amendment to the Wheelabrator-Rust Savings and Retirement Plan,
           effective as of January 1, 1995
 
 4.03      Second Amendment to the Wheelabrator-Rust Savings and Retirement
           Plan, effective as of April 30, 1995
 
 4.04      Third Amendment to the Wheelabrator-Rust Savings and Retirement Plan,
           effective as of July 1, 1995

 4.05      Restated Certificate of Incorporation of Wheelabrator Technologies
           Inc. ("WTI") (incorporated by reference to Exhibit 3.01 to WTI's 1989
           annual report on Form 10-K)

 4.06      By-laws of WTI, as amended through November 1, 1990 (incorporated by
           reference to Exhibit 3.03 to registrant's 1990 annual report on Form
           10-K)

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

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

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

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

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

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

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

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

- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WTI's file number thereunder is 0-14246 and
WMX's file number thereunder is 1-7327.

                                     EX-1

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

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

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

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

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

 5         None

 15        None

 23.01     Consent of Arthur Andersen LLP as Independent Public Accountants
           relating to WTI

 23.02     Consent of Arthur Andersen LLP as Independent Public Accountants
           relating to WMX

 23.03     Consent of Arthur Andersen LLP as Independent Public Accountants
           relating to the Wheelabrator-Rust Savings and Retirement Plan

 24        None

 28        None



- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WTI's file number thereunder is 0-14246 and
WMX's file number thereunder is 1-7327.

                                     EX-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28694}]
{"company-data": {"conformed-name": "WHEELABRATOR TECHNOLOGIES INC /DE/", "cik": "0000790159", "assigned-sic": "3728", "irs-number": "222678047", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62281", "film-number": "95569606"}, "business-address": {"street1": "3003 BUTTERFIELD ROAD", "city": "OAK BROOK", "state": "IL", "zip": "60521", "phone": "6039293000"}, "mail-address": {"street1": "3003 BUTTERFIELD ROAD", "city": "OAK BROOK", "state": "IL", "zip": "60521"}, "former-company": [{"former-conformed-name": "WHEELABRATOR GROUP INC", "date-changed": "19890904"}, {"former-conformed-name": "HENLEY GROUP INC", "date-changed": "19890118"}]}
REGISTRATION NO. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549
                             ______________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________

                         WHEELABRATOR TECHNOLOGIES INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                             22-2678047
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)
                             3003 BUTTERFIELD ROAD
                           OAK BROOK, ILLINOIS 60521
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                           _________________________

                 WHEELABRATOR-RUST SAVINGS AND RETIREMENT PLAN
                            (FULL TITLE OF THE PLAN)

                         WHEELABRATOR TECHNOLOGIES INC.
                             3003 BUTTERFIELD ROAD
                           OAK BROOK, ILLINOIS 60521
                       ATTN:  HERBERT A. GETZ, SECRETARY
                                 (708)572-8800
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                            _______________________

                        CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                                      Proposed
                                                    Proposed          Maximum
                                                    Maximum           Aggregate     Amount of
Title of Securities                Amount to be     Offering Price    Offering      Registration
to be Registered                   Registered       Per Share(1)      Price(1)      Fee(1)
- -------------------------------------------------------------------------------------------------
Common stock, par value $.01
 per share.....................  2,000,000 shares       $14.81        $29,620,000   $10,213.79

=================================================================================================
(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated
    on the basis of the average of the high and low sale prices for the
    registrant's common stock on the New York Stock Exchange Composite Tape on
    August 24, 1995, as reported by The Wall Street Journal (Midwest Edition).
    Such price and aggregate price are included solely for the purpose of
    calculating the registration fee.

    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
================================================================================
REGISTRATION NO. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ______________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________

                             WMX TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                             36-2660763
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)
                             3003 BUTTERFIELD ROAD
                           OAK BROOK, ILLINOIS 60521
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                           _________________________

                 WHEELABRATOR-RUST SAVINGS AND RETIREMENT PLAN
                            (FULL TITLE OF THE PLAN)

                             WMX TECHNOLOGIES, INC.
                             3003 BUTTERFIELD ROAD
                           OAK BROOK, ILLINOIS 60521
                             ATTN:  HERBERT A. GETZ
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                 (708)572-8800
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                            _______________________

                        CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                                      Proposed
                                                    Proposed          Maximum
                                                    Maximum           Aggregate     Amount of
Title of Securities                Amount to be     Offering Price    Offering      Registration
to be Registered                   Registered(1)    Per Share(1)      Price(1)      Fee(1)
- -------------------------------------------------------------------------------------------------
Common stock, par value $1.00
 per share.....................  1,000,000  shares   $29.63           $29,630,000     $10,217.24
=================================================================================================
(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated
    on the basis of the average of the high and low sale prices for the
    registrant's common stock on the New York Stock Exchange Composite Tape on
    August 28, 1995, as reported by The Wall Street Journal (Midwest Edition).
    Such price and aggregate price are included solely for the purpose of
    calculating the registration fee.

    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
================================================================================
PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

   The documents containing the information required by these items will be
given to employees participating in the Wheelabrator-Rust Savings and Retirement
Plan (the "Plan") and are not required to be filed with the Securities and
Exchange Commission (the "Commission") as part of the registration statement or
as an exhibit thereto.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

   The following documents filed by the registrants with the Commission are
hereby incorporated herein by reference:

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

   (b) Wheelabrator-Rust Profit Sharing and Savings Plan Annual Report on Form
11-K for the plan year ended December 31, 1994.

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

   (d) The descriptions of the registrants' common stock which are contained in
the registration statements filed under section 12 of the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such descriptions.

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

ITEM 4.  DESCRIPTION OF SECURITIES

   Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

   Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty of care as a director, and Section 145 of the DGCL provides that the
corporation may indemnify any director or officer of the corporation against
liabilities and expenses incurred by him in connection with any action, suit or
proceeding in which he is made or threatened to be made a party by reason of
having been a director or officer of the corporation, subject to certain
limitations.  Reference is made to article fourteenth of the form of
Wheelabrator Technologies Inc.'s ("WTI") restated certificate of incorporation,
filed as exhibit 4.05 to this registration statement, which contains provisions
eliminating the personal liability of the officers and directors of WTI in
certain circumstances and providing for indemnification of them under certain
circumstances.  Reference is also made to article twelfth of WMX Technologies,
Inc.'s ("WMX") restated certificate of incorporation, filed as exhibits 4.07
through 4.14 to this registration statement, and section 6 of article VII of
WMX's bylaws, filed as exhibit 4.15 to this registration statement, which
provide indemnification by WMX of each director, officer or employee of WMX to
the full extent permitted by the DGCL.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

   Not applicable.

ITEM 8.  EXHIBITS

   The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.  The undersigned registrant has submitted the Plan and any
amendments thereto to

                                       2
the Internal Revenue Service ("IRS") and has made and will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.

ITEM 9.  UNDERTAKINGS

  (a)  The undersigned registrants hereby undertake:

       (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                    (i)  To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

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

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

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

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

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

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

                                       3
(c)-(g)  Not applicable.

  (h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
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 registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       4
  (i)-(j)  Not applicable.
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on August 30, 1995.

                                        WHEELABRATOR TECHNOLOGIES INC.

                                    By               /s/ Phillip B. Rooney
                                       -----------------------------------------
                                                 Phillip B. Rooney,
                                                 Chairman of the Board and
                                                 Chief Executive Officer

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

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

    /s/ Phillip B. Rooney              Director, Chairman of
- -------------------------------------   the Board and Chief
       Phillip B. Rooney                Executive Officer

    /s/ Dean L. Buntrock               Director
- -------------------------------------          
       Dean L. Buntrock

    /s/ William M. Daley               Director
- -------------------------------------
       William M. Daley

    /s/ Donald F. Flynn                Director
- -------------------------------------
       Donald F. Flynn

    /s/ Kay Hahn Harrell               Director
- -------------------------------------          
       Kay Hahn Harrell
 
    /s/ James E. Koenig                Director                  August 30, 1995
- -------------------------------------  
       James E. Koenig
 
    /s/ Paul M. Montrone               Director
- -------------------------------------          
       Paul M. Montrone
 
    /s/ Manuel Sanchez                 Director
- -------------------------------------          
       Manuel Sanchez
 
    /s/ Thomas P. Stafford             Director
- -------------------------------------          
       Thomas P. Stafford
 
    /s/ Richard S. Haak, Jr.           Controller and Principal
- -------------------------------------   Accounting Officer      
       Richard S. Haak, Jr.                       

    /s/ John D. Sanford                Executive Vice President,
- -------------------------------------   Treasurer and Principal
       John D. Sanford                  Financial Officer

                                               
                                       5
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on August 30, 1995.

                                  WMX TECHNOLOGIES, INC.

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

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

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

    /s/ Dean L. Buntrock              Director, Chairman of
- ------------------------------------   the Board and Chief   
       Dean L. Buntrock                Executive Officer
                                    
    /s/ Jerry E. Dempsey              Director
- ------------------------------------          
       Jerry E. Dempsey
 
    /s/ Phillip B. Rooney             Director
- ------------------------------------          
       Phillip B. Rooney
 
    /s/ Donald F. Flynn               Director
- ------------------------------------          
       Donald F. Flynn
 
    /s/ Peter H. Huizenga             Director
- ------------------------------------          
       Peter H. Huizenga
 
    /s/ Peer Pedersen                 Director                   August 30, 1995
- ------------------------------------                  
       Peer Pedersen
 
    /s/ James R. Peterson             Director
- ------------------------------------          
       James R. Peterson
 
    /s/ Alexander B. Trowbridge       Director
- ------------------------------------          
       Alexander B. Trowbridge
 
    /s/ Howard H. Baker, Jr.          Director
- ------------------------------------          
       Howard H. Baker, Jr.
 
    /s/ H. Jesse Arnelle              Director
- ------------------------------------          
       H. Jesse Arnelle

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

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

                                       6
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Wheelabrator-
Rust Savings and Retirement Plan and has caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in Oak
Brook, Illinois on August 30, 1995.

                             WHEELABRATOR-RUST PROFIT SHARING AND SAVINGS PLAN

                             By the Members of the Administrative and Investment
                             Committee of the Wheelabrator-Rust Savings and
                             Retirement Plan:

                                   /s/ Thomas R. Frank
                             -------------------------------
                             Thomas R. Frank

                                  /s/ Rodney C. Gilbert
                             -------------------------------
                             Rodney C. Gilbert

                                    /s/ John M. Kehoe
                             -------------------------------
                             John M. Kehoe

                                       7
WHEELABRATOR TECHNOLOGIES INC.
                             WMX TECHNOLOGIES, INC.
                                 EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION(1)
- -------                      --------------
 4.01      Wheelabrator-Rust Savings and Retirement Plan, amended and restated
           effective as of January 1, 1989
 
 4.02      First Amendment to the Wheelabrator-Rust Savings and Retirement Plan,
           effective as of January 1, 1995
 
 4.03      Second Amendment to the Wheelabrator-Rust Savings and Retirement
           Plan, effective as of April 30, 1995
 
 4.04      Third Amendment to the Wheelabrator-Rust Savings and Retirement Plan,
           effective as of July 1, 1995

 4.05      Restated Certificate of Incorporation of Wheelabrator Technologies
           Inc. ("WTI") (incorporated by reference to Exhibit 3.01 to WTI's 1989
           annual report on Form 10-K)

 4.06      By-laws of WTI, as amended through November 1, 1990 (incorporated by
           reference to Exhibit 3.03 to registrant's 1990 annual report on Form
           10-K)

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

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

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

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

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

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

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

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

- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WTI's file number thereunder is 0-14246 and
WMX's file number thereunder is 1-7327.

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

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

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

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

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

 5         None

 15        None

 23.01     Consent of Arthur Andersen LLP as Independent Public Accountants
           relating to WTI

 23.02     Consent of Arthur Andersen LLP as Independent Public Accountants
           relating to WMX

 23.03     Consent of Arthur Andersen LLP as Independent Public Accountants
           relating to the Wheelabrator-Rust Savings and Retirement Plan

 24        None

 28        None

- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WTI's file number thereunder is 0-14246 and
WMX's file number thereunder is 1-7327.

                                     EX-2