AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1995.

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

                                 ALLWASTE, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                   <C>                                <C>
             DELAWARE                              4212                        74-2427167
  (State or other jurisdiction        (Primary Standard Industrial          (I.R.S. Employer
of incorporation or organization)      Classification Code Number)       Identification Number)
</TABLE>
                           5151 SAN FELIPE, SUITE 1600
                              HOUSTON, TEXAS 77056
                                 (713) 623-8777
          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                  1992 LIMITED NON-QUALIFIED STOCK OPTION PLAN
                              (Full Title of Plan)

                               WILLIAM L. FIEDLER
                                 ALLWASTE, INC.
                 VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
                           5151 SAN FELIPE, SUITE 1600
                              HOUSTON, TEXAS 77056
                                 (713) 623-8777
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                  PROPOSED MAXIMUM           PROPOSED
                 TITLE OF                        AMOUNT TO            OFFERING           MAXIMUM AGGREGATE        AMOUNT OF
        SECURITIES TO BE REGISTERED          BE REGISTERED(1)    PRICE PER SHARE(2)      OFFERING PRICE(2)     REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                       <C>                 <C>                    <C>
Common Stock, par value $.01 per share        700,000 shares            $5.50               $3,850,000             $1,328
================================================================================================================================
</TABLE>

(1)      Pursuant to Rule 429, the prospectus which constitutes part of this
         Registration Statement also includes an aggregate of 800,000 shares of
         the Company's common stock, par value $.01 per share (the "Common
         Stock"), registered under Registration Statement on Form S-8 (No.
         33-55210), which became effective on December 1, 1992 (the "Previous
         Registration Statement"), which Previous Registration Statement is
         incorporated herein by reference. All share amounts have been adjusted
         to reflect the two-for-one split of the Common Stock that was effected
         on December 1, 1989. Pursuant to Rule 416(a), an indeterminate number
         of shares of Common Stock issuable as a result of the anti-dilution
         provisions of the Plan are also registered hereunder.

(2)      Pursuant to Rule 457(c), the registration fee is calculated on the
         basis of the average of the high and low per share sale prices of the
         Common Stock, as reported by the New York Stock Exchange, on August 3,
         1995, or $5.50 per share. Pursuant to Rule 457(h), the registration fee
         is calculated with respect to the maximum number of the registrant's
         securities issuable under the Plan. <PAGE> PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     William L. Fiedler, Esq., has given an opinion to the Securities and
Exchange Commission filed herewith on the legality of the shares of common stock
registered hereunder.  Mr. Fiedler serves as the Vice President, General
Counsel, and Secretary of the Company and is employed by the registrant on a
full-time basis.  He owns a beneficial interest in 28,229 shares of common
stock.

ITEM 8.  EXHIBITS.

     EXHIBIT
      NUMBER                          EXHIBIT DESCRIPTION
     -------                          -------------------
       5.1            Opinion of William L. Fiedler, Esq., Vice President,
                      General Counsel and Secretary of Allwaste, Inc.

      23.1            Consent of Arthur Andersen LLP

      23.2            Consent of William L. Fiedler, Esq. (included in the
                      opinion attached hereto as Exhibit 5.1).

      24.1            Power of Attorney (included on the signature page hereto)

                                       -2-
<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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 21st day of July,
1995.

                                 ALLWASTE, INC.

                                 By:  /s/ ROBERT M. CHISTE
                                          Robert M. Chiste
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Allwaste, Inc., do hereby
constitute and appoint Robert M. Chiste or William L. Fiedler or either of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and on our behalf in our capacities as directors and officers, and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the filing of this
Registration Statement, including specifically, without limitation, power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.

                                      -3-
<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 21st day of July, 1995.


/s/ R. L. NELSON, JR.                 Chairman of the Board of Directors
    R.L. Nelson, Jr.

/s/ ROBERT M. CHISTE                  President and Chief Executive Officer;
    Robert M. Chiste                  Director (Principal Executive Officer)

/s/ DARREN B. MILLER                  Vice President and Controller
    Darren B. Miller                  (Principal Financial Officer and Principal
                                      Accounting Officer)

/s/ FRED M. FERREIRA                  Senior Vice President and Chief Operating
    Fred M. Ferreira                  Officer; Director

/s/ FLETCHER THORNE-THOMESEN, JR.     Senior Vice President -- Corporate
    Fletcher Thorne-Thomsen, Jr.      Development; Director

/s/ MICHAEL A. BAKER                  Director
    Michael A. Baker

________________________________      Director
    David H. Batchelder

________________________________      Director
    Robert L. Knauss

/s/ T. MICHAEL YOUNG                  Director
    T. Michael Young

/s/ THOMAS J. TIERNEY                 Director
    Thomas J. Tierney

/s/ RICARDO J. BESQUIN                Director
    Ricardo J. Besquin

   _____________________________      Director
         John U. Clarke

                                      -4-
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT                                                              SEQUENTIAL
 NUMBER                     EXHIBIT DESCRIPTION                     PAGE NUMBER*
-------                     -------------------                     ------------
  5.1      Opinion of William L. Fiedler, Esq., Vice President,
           General Counsel and Secretary of Allwaste, Inc.

 23.1      Consent of Arthur Andersen LLP

 23.2      Consent of William L. Fiedler, Esq. (included in the
           opinion attached hereto as Exhibit 5.1).

 24.1      Power of Attorney (included on the signature page hereto)
---------

* This information appears only in the manually-signed and
  sequentially-numbered original.

                                       -5-
[{"type": "S-8", "sequence": "1", "description": "REGIS. STATE. 1992 LTD NON-QUAL. STOCK OPTION PLAN", "secsgml_size_bytes": 9297}]
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1995.

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

                                 ALLWASTE, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                              4212                        74-2427167
  (State or other jurisdiction        (Primary Standard Industrial          (I.R.S. Employer
of incorporation or organization)      Classification Code Number)       Identification Number)
5151 SAN FELIPE, SUITE 1600
                              HOUSTON, TEXAS 77056
                                 (713) 623-8777
          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                  1992 LIMITED NON-QUALIFIED STOCK OPTION PLAN
                              (Full Title of Plan)

                               WILLIAM L. FIEDLER
                                 ALLWASTE, INC.
                 VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
                           5151 SAN FELIPE, SUITE 1600
                              HOUSTON, TEXAS 77056
                                 (713) 623-8777
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM           PROPOSED
                 TITLE OF                        AMOUNT TO            OFFERING           MAXIMUM AGGREGATE        AMOUNT OF
        SECURITIES TO BE REGISTERED          BE REGISTERED(1)    PRICE PER SHARE(2)      OFFERING PRICE(2)     REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share        700,000 shares            $5.50               $3,850,000             $1,328
================================================================================================================================
(1)      Pursuant to Rule 429, the prospectus which constitutes part of this
         Registration Statement also includes an aggregate of 800,000 shares of
         the Company's common stock, par value $.01 per share (the "Common
         Stock"), registered under Registration Statement on Form S-8 (No.
         33-55210), which became effective on December 1, 1992 (the "Previous
         Registration Statement"), which Previous Registration Statement is
         incorporated herein by reference. All share amounts have been adjusted
         to reflect the two-for-one split of the Common Stock that was effected
         on December 1, 1989. Pursuant to Rule 416(a), an indeterminate number
         of shares of Common Stock issuable as a result of the anti-dilution
         provisions of the Plan are also registered hereunder.

(2)      Pursuant to Rule 457(c), the registration fee is calculated on the
         basis of the average of the high and low per share sale prices of the
         Common Stock, as reported by the New York Stock Exchange, on August 3,
         1995, or $5.50 per share. Pursuant to Rule 457(h), the registration fee
         is calculated with respect to the maximum number of the registrant's
         securities issuable under the Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     William L. Fiedler, Esq., has given an opinion to the Securities and
Exchange Commission filed herewith on the legality of the shares of common stock
registered hereunder.  Mr. Fiedler serves as the Vice President, General
Counsel, and Secretary of the Company and is employed by the registrant on a
full-time basis.  He owns a beneficial interest in 28,229 shares of common
stock.

ITEM 8.  EXHIBITS.

     EXHIBIT
      NUMBER                          EXHIBIT DESCRIPTION
     -------                          -------------------
       5.1            Opinion of William L. Fiedler, Esq., Vice President,
                      General Counsel and Secretary of Allwaste, Inc.

      23.1            Consent of Arthur Andersen LLP

      23.2            Consent of William L. Fiedler, Esq. (included in the
                      opinion attached hereto as Exhibit 5.1).

      24.1            Power of Attorney (included on the signature page hereto)

                                       -2-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 21st day of July,
1995.

                                 ALLWASTE, INC.

                                 By:  /s/ ROBERT M. CHISTE
                                          Robert M. Chiste
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Allwaste, Inc., do hereby
constitute and appoint Robert M. Chiste or William L. Fiedler or either of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and on our behalf in our capacities as directors and officers, and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the filing of this
Registration Statement, including specifically, without limitation, power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.

                                      -3-
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 21st day of July, 1995.

/s/ R. L. NELSON, JR.                 Chairman of the Board of Directors
    R.L. Nelson, Jr.

/s/ ROBERT M. CHISTE                  President and Chief Executive Officer;
    Robert M. Chiste                  Director (Principal Executive Officer)

/s/ DARREN B. MILLER                  Vice President and Controller
    Darren B. Miller                  (Principal Financial Officer and Principal
                                      Accounting Officer)

/s/ FRED M. FERREIRA                  Senior Vice President and Chief Operating
    Fred M. Ferreira                  Officer; Director

/s/ FLETCHER THORNE-THOMESEN, JR.     Senior Vice President -- Corporate
    Fletcher Thorne-Thomsen, Jr.      Development; Director

/s/ MICHAEL A. BAKER                  Director
    Michael A. Baker

________________________________      Director
    David H. Batchelder

________________________________      Director
    Robert L. Knauss

/s/ T. MICHAEL YOUNG                  Director
    T. Michael Young

/s/ THOMAS J. TIERNEY                 Director
    Thomas J. Tierney

/s/ RICARDO J. BESQUIN                Director
    Ricardo J. Besquin

   _____________________________      Director
         John U. Clarke

                                      -4-
EXHIBIT INDEX

EXHIBIT                                                              SEQUENTIAL
 NUMBER                     EXHIBIT DESCRIPTION                     PAGE NUMBER*
-------                     -------------------                     ------------
  5.1      Opinion of William L. Fiedler, Esq., Vice President,
           General Counsel and Secretary of Allwaste, Inc.

 23.1      Consent of Arthur Andersen LLP

 23.2      Consent of William L. Fiedler, Esq. (included in the
           opinion attached hereto as Exhibit 5.1).

 24.1      Power of Attorney (included on the signature page hereto)
---------

* This information appears only in the manually-signed and
  sequentially-numbered original.

                                       -5-