SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)     OCTOBER 30, 1998

                         HI-RISE RECYCLING SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     FLORIDA
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


        0-21946                                           65-0222933
------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


          8505 N.W. 74TH STREET
             MIAMI, FLORIDA                                       33166
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code      (305) 597-0243


--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

                              
                         
<PAGE>


ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS

         On October 30, 1998 (the "Closing"), Hi-Rise Recycling Systems, Inc., a
Florida corporation (the "Registrant"), acquired all of the issued and
outstanding shares (the "Shares") of common stock of Bes-Pac, Inc., a privately
held South Carolina corporation ("Bes-Pac"), pursuant to the merger (the
"Merger") of Bes-Pac with and into BPI Acquisition Corp., a South Carolina
corporation wholly owned by the Registrant ("Merger Sub"). Pursuant to the
Merger, the Shares were converted into the right to receive (i) $3,000,000 in
cash, (ii) an aggregate of 1,890,500 shares of the common stock, par value $.01
per share (the "Hi-Rise Common Stock"), of the Registrant, (iii) a convertible
promissory note (the "Note") of the Registrant in the principal amount of
$1,219,000, and (iv) the contingent right to receive additional cash and
additional shares of Hi-Rise Common Stock (collectively, the "Merger
Consideration"). The Merger Consideration was determined through negotiations
between the Registrant and Ronald J. McCracken, the sole shareholder of Bes-Pac
(the "Shareholder"). The Registrant funded the cash portion of the Merger
Consideration through borrowings available under the Company's new revolving and
term credit facilities of up to $40.0 million from General Electric Capital
Corporation and other participating lenders. At such time as the Merger is
approved and/or ratified by the Company's shareholders, the entire principal
amount of the Note automatically converts into a number of shares of Hi-Rise
Common Stock determined by dividing the then outstanding principal amount of the
Note by $2.00, subject to adjustment under certain circumstances.

         The Merger was consummated pursuant to the terms of an Agreement and
Plan of Merger, dated as of October 9, 1998, by and among the Registrant, Merger
Sub, Bes-Pac and the Shareholder. Effective at the Closing, the separate
corporate existence of Bes-Pac ceased. Merger Sub, the surviving corporation of
the Merger, continues to be governed by the laws of the State of South Carolina
under the name "Bes-Pac, Inc." and the separate corporate existence of Merger
Sub, with all rights, privileges, immunities and franchises, continues
unaffected. Reference is made to the Merger Agreement, a copy of which is filed
as Exhibit 1 hereto, for additional information concerning the terms and
conditions of the Merger. The Merger Agreement and such information are
incorporated herein by reference.

         In connection with the Merger, the Registrant entered into a five year
employment agreement with the Shareholder pursuant to which the Shareholder is
serving as the Registrant's Executive Vice President of Business Development and
Sales. Additionally, in connection with the Merger, amendments to certain real
property leases respecting facilities owned by the Shareholder at which Bes-Pac
conducts business operations were executed, which, among other things, shorted
the term of two of such leases to a period of seven years. The Registrant also
agreed to guaranty Merger Sub's obligations under all of such leases.

         Prior to the Merger, Bes-Pac was engaged in the business of
manufacturing and distributing solid waste handling equipment. Bes-Pac's product
lines includes large industrial compaction systems, roll-off waste containers
and a full line of recycling equipment.

                                       2
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(A)      FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED

         It is currently impracticable to provide the financial information
required pursuant to Items 310(a) and (b) of Regulation S-B prior to the due
date of this Report. This Report will be amended within 60 days of the date this
Report is filed to include such financial information.

(B)      PRO FORMA FINANCIAL INFORMATION

         It is currently impracticable to provide the pro forma financial
information required pursuant to Item 310(d) of Regulation S-B prior to the due
date of this Report. This Report will be amended within 60 days of the date this
Report is filed to include such pro forma financial information.

(C)      EXHIBITS

         1        Agreement and Plan of Merger, dated as of October 9,
                  1998, by and among Hi-Rise Recycling Systems, Inc.,
                  BPI Acquisition Corp., Bes-Pac, Inc. and Ronald J.
                  McCracken.

                                       3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   HI-RISE RECYCLING SYSTEMS, INC.

Dated:  November 9, 1998           By: /s/ BRAD HACKER
                                       -----------------------------------------
                                       Brad Hacker
                                       Chief Financial Officer

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS

                                                                                       SEQUENTIAL
                                                                                          PAGE 
EXHIBITS                                    DESCRIPTION                                  NUMBER
--------   -------------------------------------------------------------------------   ----------
<S>        <C>                                                                         <C>
   1       Agreement and Plan of Merger, dated as of October 9, 1998, by and among
           Hi-Rise Recycling Systems, Inc., BPI Acquisition Corp., Bes-Pac, Inc. and
           Ronald J. McCracken.
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)     OCTOBER 30, 1998

                         HI-RISE RECYCLING SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     FLORIDA
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

        0-21946                                           65-0222933
------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)

          8505 N.W. 74TH STREET
             MIAMI, FLORIDA                                       33166
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code      (305) 597-0243

--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS

         On October 30, 1998 (the "Closing"), Hi-Rise Recycling Systems, Inc., a
Florida corporation (the "Registrant"), acquired all of the issued and
outstanding shares (the "Shares") of common stock of Bes-Pac, Inc., a privately
held South Carolina corporation ("Bes-Pac"), pursuant to the merger (the
"Merger") of Bes-Pac with and into BPI Acquisition Corp., a South Carolina
corporation wholly owned by the Registrant ("Merger Sub"). Pursuant to the
Merger, the Shares were converted into the right to receive (i) $3,000,000 in
cash, (ii) an aggregate of 1,890,500 shares of the common stock, par value $.01
per share (the "Hi-Rise Common Stock"), of the Registrant, (iii) a convertible
promissory note (the "Note") of the Registrant in the principal amount of
$1,219,000, and (iv) the contingent right to receive additional cash and
additional shares of Hi-Rise Common Stock (collectively, the "Merger
Consideration"). The Merger Consideration was determined through negotiations
between the Registrant and Ronald J. McCracken, the sole shareholder of Bes-Pac
(the "Shareholder"). The Registrant funded the cash portion of the Merger
Consideration through borrowings available under the Company's new revolving and
term credit facilities of up to $40.0 million from General Electric Capital
Corporation and other participating lenders. At such time as the Merger is
approved and/or ratified by the Company's shareholders, the entire principal
amount of the Note automatically converts into a number of shares of Hi-Rise
Common Stock determined by dividing the then outstanding principal amount of the
Note by $2.00, subject to adjustment under certain circumstances.

         The Merger was consummated pursuant to the terms of an Agreement and
Plan of Merger, dated as of October 9, 1998, by and among the Registrant, Merger
Sub, Bes-Pac and the Shareholder. Effective at the Closing, the separate
corporate existence of Bes-Pac ceased. Merger Sub, the surviving corporation of
the Merger, continues to be governed by the laws of the State of South Carolina
under the name "Bes-Pac, Inc." and the separate corporate existence of Merger
Sub, with all rights, privileges, immunities and franchises, continues
unaffected. Reference is made to the Merger Agreement, a copy of which is filed
as Exhibit 1 hereto, for additional information concerning the terms and
conditions of the Merger. The Merger Agreement and such information are
incorporated herein by reference.

         In connection with the Merger, the Registrant entered into a five year
employment agreement with the Shareholder pursuant to which the Shareholder is
serving as the Registrant's Executive Vice President of Business Development and
Sales. Additionally, in connection with the Merger, amendments to certain real
property leases respecting facilities owned by the Shareholder at which Bes-Pac
conducts business operations were executed, which, among other things, shorted
the term of two of such leases to a period of seven years. The Registrant also
agreed to guaranty Merger Sub's obligations under all of such leases.

         Prior to the Merger, Bes-Pac was engaged in the business of
manufacturing and distributing solid waste handling equipment. Bes-Pac's product
lines includes large industrial compaction systems, roll-off waste containers
and a full line of recycling equipment.

                                       2
ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(A)      FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED

         It is currently impracticable to provide the financial information
required pursuant to Items 310(a) and (b) of Regulation S-B prior to the due
date of this Report. This Report will be amended within 60 days of the date this
Report is filed to include such financial information.

(B)      PRO FORMA FINANCIAL INFORMATION

         It is currently impracticable to provide the pro forma financial
information required pursuant to Item 310(d) of Regulation S-B prior to the due
date of this Report. This Report will be amended within 60 days of the date this
Report is filed to include such pro forma financial information.

(C)      EXHIBITS

         1        Agreement and Plan of Merger, dated as of October 9,
                  1998, by and among Hi-Rise Recycling Systems, Inc.,
                  BPI Acquisition Corp., Bes-Pac, Inc. and Ronald J.
                  McCracken.

                                       3
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   HI-RISE RECYCLING SYSTEMS, INC.

Dated:  November 9, 1998           By: /s/ BRAD HACKER
                                       -----------------------------------------
                                       Brad Hacker
                                       Chief Financial Officer

                                       4
INDEX TO EXHIBITS

                                                                                       SEQUENTIAL
                                                                                          PAGE 
EXHIBITS                                    DESCRIPTION                                  NUMBER
--------   -------------------------------------------------------------------------   ----------
1       Agreement and Plan of Merger, dated as of October 9, 1998, by and among
           Hi-Rise Recycling Systems, Inc., BPI Acquisition Corp., Bes-Pac, Inc. and
           Ronald J. McCracken.