<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)
                           _________________________

                            WMX TECHNOLOGIES, INC.
                      1996 REPLACEMENT STOCK OPTION 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            Per Share        Price            Fee
<S>                               <C>                  <C>              <C>              <C>  
 
 Common stock, par value $1.00
               per share(1).....   700,000  shares      $28.625(2)       $20,037,500(2)   $6,909.48(2)
</TABLE>
(1) This registration statement also covers 700,000 Series A Preferred Stock
    Purchase Rights which are currently transferrable with and only with the
    shares of common stock registered herein.
(2) 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
    February 22, 1996, 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.
<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 WMX Technologies, Inc. 1996 Replacement
Stock Option 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 WMX Technologies, Inc. (the "Company") with
the Commission are hereby incorporated herein by reference:

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

   (b) All other reports filed by the Company 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.

   (c) The description of the Company's common stock which is contained in the
registration statement filed under section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description.

   All documents subsequently filed by the Company 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 securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing 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.

                                       1
<PAGE>
 
ITEM 4.  DESCRIPTION OF SECURITIES

   The description of the Company's common stock is contained in the
registration statement filed under Section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description, and such description is incorporated by reference into this
registration statement.

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 twelfth of the Company's restated
certificate of incorporation, filed as exhibits 4.01 through 4.08 to this
registration statement, and section 6 of article VII of the Company's bylaws,
filed as exhibit 4.09 to this registration statement, which provide
indemnification by the Company of each director, officer or employee of the
Company to the full extent permitted by the DGCL.

   Under insurance policies maintained by the Company, the directors and
officers of the  Company 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.

ITEM 9.  UNDERTAKINGS

  (a)  The undersigned registrant hereby undertakes:

                                       2
<PAGE>
 
       (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 Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's 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.

   (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 Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for

                                       3
<PAGE>
 
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.

   (i)-(j)  Not applicable.

                                       4
<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 February 29, 1996.

                                         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.

<TABLE> 
<CAPTION> 

     Signature                         Title                     Date
     ---------                         -----                     ----
<S>                                    <C>                       <C>   

  /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                  February 29, 1996        
---------------------------------
    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   
</TABLE> 
                                

                                       5
<PAGE>
 
                             WMX TECHNOLOGIES, INC.
                                 EXHIBIT INDEX
EXHIBIT
NUMBER                       DESCRIPTION(1)
-------                      --------------

4.01      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)

4.02      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)

4.03      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)

4.04      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)

4.05      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)

4.06      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)

4.07      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)

4.08      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)

4.09      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)

4.10      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)

4.11      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)

4.12      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)

4.13      WMX Technologies, Inc. 1996 Replacement Stock Option Plan

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

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


 5        Opinion of Thomas A. Witt, Esq., re:  legality

15        None

23.01     Consent of Arthur Andersen LLP as Independent Public Accountants

23.02     Consent of Thomas A. Witt, Esq. (included as part of Exhibit 5)

24        None

28        None



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

                                      EX-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19280}]
{"company-data": {"conformed-name": "WMX TECHNOLOGIES INC", "cik": "0000104938", "assigned-sic": "4953", "irs-number": "362660763", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01325", "film-number": "96529237"}, "business-address": {"street1": "3003 BUTTERFIELD RD", "city": "OAK BROOK", "state": "IL", "zip": "60521", "phone": "7085722478"}, "mail-address": {"street1": "3003 BUTTERFIELD ROAD", "city": "OAKBROOK", "state": "IL", "zip": "60521"}, "former-company": {"former-conformed-name": "WASTE MANAGEMENT INC", "date-changed": "19930527"}}
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)
                           _________________________

                            WMX TECHNOLOGIES, INC.
                      1996 REPLACEMENT STOCK OPTION 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            Per Share        Price            Fee
Common stock, par value $1.00
               per share(1).....   700,000  shares      $28.625(2)       $20,037,500(2)   $6,909.48(2)
(1) This registration statement also covers 700,000 Series A Preferred Stock
    Purchase Rights which are currently transferrable with and only with the
    shares of common stock registered herein.
(2) 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
    February 22, 1996, 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.
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 WMX Technologies, Inc. 1996 Replacement
Stock Option 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 WMX Technologies, Inc. (the "Company") with
the Commission are hereby incorporated herein by reference:

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

   (b) All other reports filed by the Company 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.

   (c) The description of the Company's common stock which is contained in the
registration statement filed under section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description.

   All documents subsequently filed by the Company 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 securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing 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.

                                       1
ITEM 4.  DESCRIPTION OF SECURITIES

   The description of the Company's common stock is contained in the
registration statement filed under Section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description, and such description is incorporated by reference into this
registration statement.

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 twelfth of the Company's restated
certificate of incorporation, filed as exhibits 4.01 through 4.08 to this
registration statement, and section 6 of article VII of the Company's bylaws,
filed as exhibit 4.09 to this registration statement, which provide
indemnification by the Company of each director, officer or employee of the
Company to the full extent permitted by the DGCL.

   Under insurance policies maintained by the Company, the directors and
officers of the  Company 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.

ITEM 9.  UNDERTAKINGS

  (a)  The undersigned registrant hereby undertakes:

                                       2
(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 Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's 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.

   (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 Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for

                                       3
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.

   (i)-(j)  Not applicable.

                                       4
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 February 29, 1996.

                                         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                  February 29, 1996        
---------------------------------
    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
5
WMX TECHNOLOGIES, INC.
                                 EXHIBIT INDEX
EXHIBIT
NUMBER                       DESCRIPTION(1)
-------                      --------------

4.01      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)

4.02      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)

4.03      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)

4.04      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)

4.05      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)

4.06      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)

4.07      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)

4.08      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)

4.09      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)

4.10      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)

4.11      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)

4.12      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)

4.13      WMX Technologies, Inc. 1996 Replacement Stock Option Plan

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

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

 5        Opinion of Thomas A. Witt, Esq., re:  legality

15        None

23.01     Consent of Arthur Andersen LLP as Independent Public Accountants

23.02     Consent of Thomas A. Witt, Esq. (included as part of Exhibit 5)

24        None

28        None

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

                                      EX-2