<PAGE>
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
     
                                  ----------
     
                                   FORM S-8
     
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
                                  ----------
 
                              STERICYCLE, INC.
           (Exact name of Registrant as specified in its charter)
     
                  DELAWARE                                36-3640402
        (State or other jurisdiction                   (I.R.S. Employer
       of incorporation or organization)            Identification Number)
 
                       1419 LAKE COOK ROAD, SUITE 410
                         DEERFIELD, ILLINOIS 60015
                 (Address of principal executive offices)
    
                             STERICYCLE, INC.
                       DIRECTORS STOCK OPTION PLAN
                         (Full title of the plan)
    
                              MARK C. MILLER
                  PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             STERICYCLE, INC.
                      1419 LAKE COOK ROAD, SUITE 410
                        DEERFIELD, ILLINOIS 60015
                              (847) 945-6550
        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
                                      PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF  
TITLE OF SECURITIES    AMOUNT TO BE    OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
TO BE REGISTERED       REGISTERED(1)    PER SHARE(1)         PRICE(1)            FEE     
-----------------------------------------------------------------------------------------
<S>                   <C>             <C>               <C>                  <C>
Common Stock, par
value $.01 per share  285,000 shares       $8.50          $2,422,500.00       $835.34
-----------------------------------------------------------------------------------------
</TABLE>

(1) Computed pursuant to Rule 457(c), in accordance with Rule 
457(h)(1), on the basis of the last reported sales price on March 25, 
1997 of a share of the Registrant's Common Stock on the Nasdaq 
National Market.<PAGE>


<PAGE>
                                    PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

   The information required by Item 1 is omitted from this Registration 
Statement in accordance with the Note to Part I of Form S-8.

 ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

   The information required by Item 2 is omitted from this Registration 
Statement in accordance with the Note to Part I of Form S-8.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

   The Registrant incorporates by reference in this Registration Statement 
the following documents which the Registrant has filed with the Securities 
and Exchange Commission (the "Commission"):

   (a)  the Prospectus, dated August 23, 1996, which the Registrant filed on 
        August 23, 1996 pursuant to Rule 424(b)(1) and which forms a part of 
        the Registration Statement on Form S-1 which the Registrant filed on 
        June 11, 1996 (Registration No. 333-05665) and amended by Amendments 
        Nos. 1, 2, 3, 4 and 5 which the Registrant filed on July 15, July 29, 
        August 2, August 15 and August 21, 1996, respectively, and which, as 
        amended, was declared effective by the Commission on August 22, 1996;

   (b)  the Quarterly Report on Form 10-Q which the Registrant filed for the 
        quarterly period ended September 30, 1996;

   (c)  the Current Report on Form 8-K, dated December 20, 1996, which the 
        Registrant filed on January 6, 1997 and the related (i) Current 
        Report (Amended) on Form 8-K/A, dated December 20, 1996, which the 
        Registrant filed on January 23, 1997 and (ii) Current Report on Form 
        8-K/A, dated December 20, 1996, which the Registrant filed on March 5,
        1997; and

   (d)  the description of the Registrant's Common Stock, par value $.01 per 
        share, contained in the Registration Statement on Form 8-A which the 
        Registrant filed on August 21, 1996, together with any amendment or 
        report that the Registrant may file for the purpose of updating this 
        description.

                                      -2-


<PAGE>

   All documents that the Registrant files with the Commission pursuant to 
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 
as amended, after the filing of this Registration Statement but prior to the 
filing of a post-effective amendment (1) which indicates that all of the 
shares of the Registrant's Common Stock covered by this Registration 
Statement (the "Shares") have been sold or (2) which deregisters all of the 
Shares then remaining unsold, shall be deemed to be incorporated by 
reference in and to be part of this Registration Statement from their 
respective dates of filing.

   Any statement in a document incorporated or deemed to be incorporated by 
reference in this Registration Statement shall be deemed to be modified or 
superseded to the extent that a statement in this Registration Statement, or 
in any document filed after the filing of this Registration Statement which 
is deemed to be incorporated by reference in this Registration Statement, 
modifies or supersedes the earlier statement. The earlier statement shall be 
deemed to be incorporated in this Registration Statement only as so modified 
or superseded.


ITEM 4. DESCRIPTION OF SECURITIES

   This item is not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

   The legality of the Shares is being passed upon for the Registrant by 
Johnson and Colmar, 300 South Wacker Drive, Suite 1000, Chicago, Illinois 
60601, who serve as the Registrant's outside general counsel. Members and 
associates of Johnson and Colmar directly or indirectly beneficially own 
2,572 shares of the Registrant's Common Stock.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

   In response to this item, the Registrant incorporates by reference in 
this Registration Statement its response to Item 14 ("Indemnification of 
Directors and Officers") of Part II ("Information Not Required in 
Prospectus") of the Registration Statement on Form S-1 which the Registrant 
filed on June 11, 1996 (Registration No. 333-05665) and which, as amended, 
was declared effective on August 22, 1996. 


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

   This item is not applicable.


ITEM 8. EXHIBITS

   4.1   Stericycle, Inc. Directors Stock Option Plan

   4.2   First Amendment to Stericycle, Inc. Directors Stock Option Plan

                                      -3-

<PAGE>

   5.1   Opinion of Johnson and Colmar

  23.1   Consent of Ernst & Young LLP

  23.2   Consent of Arthur Andersen LLP

  23.3   Consent of Johnson and Colmar (filed as part of Exhibit 5.1)

  25.1   Power of attorney (included under the caption "Power of Attorney" on 
         page 6).


ITEM 9. UNDERTAKINGS

RULE 415 OFFERING

   The Registrant undertakes:

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

          (a) to include any prospectus required by Section 10(a)(3) of the 
       Securities Act of 1933, as amended (the "Securities Act");

          (b) 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) which, individually or 
       in the aggregate, represent a fundamental change in the 
       information set forth in this Registration Statement; and

          (c) 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 undertakings (1)(a) and (1)(b) 
   shall not apply if the information required to be included in 
   a post-effective amendment by those undertakings is contained 
   in periodic reports filed with or furnished to the Commission 
   by the Registrant pursuant to Section 13 or Section 15(d) of 
   the Securities Exchange Act of 1934, as amended (the 
   "Exchange Act") which are incorporated by reference in this 
   Registration Statement;

      (2) that, for the purpose of determining any liability 
   under the Securities Act, 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; and

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

                                      -4-

<PAGE>

   of the offering; and

FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

   The Registrant undertakes that, for purposes of determining any liability 
under the Securities Act, each filing of the Registrant's annual report 
pursuant to Section 13(a) or Section 15(d) of the Exchange Act which 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.

COMMISSION POSITION ON INDEMNIFICATION

   Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of the 
Registrant pursuant to the Delaware General Corporation Law or the 
Registrant's amended and restated certificate of incorporation, or otherwise, 
the Registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the Shares, the Registrant will, unless in the opinion of its 
counsel the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Securities Act and will be 
governed by the final adjudication of such issue.

                                      -5-

<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, 
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 Village of Deerfield, State of Illinois, 
on March 27, 1997.

                                        STERICYCLE, INC.


                                        By: /s/ MARK C. MILLER
                                            -----------------------------------
                                            Mark C. Miller
                                            President and Chief Executive 
                                            Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below who is then an officer or 
director of the Registrant authorizes Mark C. Miller and James F. Polark, or 
either of them, with full power of substitution and resubstitution, to sign 
in his name and to file any amendments (including post-effective amendments) 
to this Registration Statement) and all related documents necessary or 
advisable to enable the Registrant to comply with the Securities Act of 
1933, as amended, in connection with the registration of the securities 
which are the subject of this Registration Statement, which amendments may 
make such changes in this Registration Statement (as it may be so amended) 
as Mark C. Miller or James F. Polark, or either of them, may deem 
appropriate, and to do and perform all other related acts and things 
necessary to be done.

   Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons 
in the capacities and on the dates indicated.

            NAME                         TITLE                       DATE


    /s/ JACK W. SCHULER      
-----------------------------   Chairman of the Board of        March 27, 1997 
        Jack W. Schuler         Directors                                  



    /s/ MARK C. MILLER          President, Chief Executive      March 27, 1997
-----------------------------   Officer and a Director                        
        Mark C. Miller          (Principal Executive Officer)   
                                

                                      -6-

<PAGE>



   /s/ JAMES F. POLARK         Vice President, Finance and       March 27, 1997
-----------------------------  Chief Financial Officer                         
       James F. Polark         (Principal Financial and                        
                               Accounting Officer)               



 /s/ PATRICK F. GRAHAM
-----------------------------   Director                         March 27, 1997
     Patrick F. Graham



 /s/ JOHN PATIENCE
-----------------------------   Director                         March 27, 1997
     John Patience



   /s/ PETER VARDY
-----------------------------   Director                         March 27, 1997
       Peter Vardy



 /s/ L. JOHN WILKERSON, Ph.D 
-----------------------------   Director                         March 27, 1997
     L. John Wilkerson, Ph.D.



                                      -7-


<PAGE>


                              INDEX TO EXHIBITS

                                                                  SEQUENTIALLY
EXHIBIT                                                             NUMBERED  
NUMBER                     DESCRIPTION                                PAGE    
-------                    -----------                            ------------
  4.1      Stericycle, Inc. Directors Stock Option Plan                9

  4.2      First Amendment to Directors Stock Option Plan             15

  5.1      Opinion of Johnson and Colmar                              17

 23.1      Consent of Ernst & Young LLP                               19

 23.2      Consent of Arthur Andersen LLP                             20

 23.3      Consent of Johnson and Colmar 
           (filed as part of Exhibit 5.1)

 24.1      Power of Attorney (included under the caption 
           "Power of Attorney" on page 6).






                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15682}]
{"company-data": {"conformed-name": "STERICYCLE INC", "cik": "0000861878", "assigned-sic": "4955", "irs-number": "363640402", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24185", "film-number": "97567900"}, "business-address": {"street1": "1419 LAKE COOK RD", "street2": "SUITE 410", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8479456550"}, "mail-address": {"street1": "1419 LAKE COOK RD", "street2": "STE 410", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
     
                                  ----------
     
                                   FORM S-8
     
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
                                  ----------
 
                              STERICYCLE, INC.
           (Exact name of Registrant as specified in its charter)
     
                  DELAWARE                                36-3640402
        (State or other jurisdiction                   (I.R.S. Employer
       of incorporation or organization)            Identification Number)
 
                       1419 LAKE COOK ROAD, SUITE 410
                         DEERFIELD, ILLINOIS 60015
                 (Address of principal executive offices)
    
                             STERICYCLE, INC.
                       DIRECTORS STOCK OPTION PLAN
                         (Full title of the plan)
    
                              MARK C. MILLER
                  PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             STERICYCLE, INC.
                      1419 LAKE COOK ROAD, SUITE 410
                        DEERFIELD, ILLINOIS 60015
                              (847) 945-6550
        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
                                      PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF  
TITLE OF SECURITIES    AMOUNT TO BE    OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
TO BE REGISTERED       REGISTERED(1)    PER SHARE(1)         PRICE(1)            FEE     
-----------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share  285,000 shares       $8.50          $2,422,500.00       $835.34
-----------------------------------------------------------------------------------------
(1) Computed pursuant to Rule 457(c), in accordance with Rule 
457(h)(1), on the basis of the last reported sales price on March 25, 
1997 of a share of the Registrant's Common Stock on the Nasdaq 
National Market.
PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

   The information required by Item 1 is omitted from this Registration 
Statement in accordance with the Note to Part I of Form S-8.

 ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

   The information required by Item 2 is omitted from this Registration 
Statement in accordance with the Note to Part I of Form S-8.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

   The Registrant incorporates by reference in this Registration Statement 
the following documents which the Registrant has filed with the Securities 
and Exchange Commission (the "Commission"):

   (a)  the Prospectus, dated August 23, 1996, which the Registrant filed on 
        August 23, 1996 pursuant to Rule 424(b)(1) and which forms a part of 
        the Registration Statement on Form S-1 which the Registrant filed on 
        June 11, 1996 (Registration No. 333-05665) and amended by Amendments 
        Nos. 1, 2, 3, 4 and 5 which the Registrant filed on July 15, July 29, 
        August 2, August 15 and August 21, 1996, respectively, and which, as 
        amended, was declared effective by the Commission on August 22, 1996;

   (b)  the Quarterly Report on Form 10-Q which the Registrant filed for the 
        quarterly period ended September 30, 1996;

   (c)  the Current Report on Form 8-K, dated December 20, 1996, which the 
        Registrant filed on January 6, 1997 and the related (i) Current 
        Report (Amended) on Form 8-K/A, dated December 20, 1996, which the 
        Registrant filed on January 23, 1997 and (ii) Current Report on Form 
        8-K/A, dated December 20, 1996, which the Registrant filed on March 5,
        1997; and

   (d)  the description of the Registrant's Common Stock, par value $.01 per 
        share, contained in the Registration Statement on Form 8-A which the 
        Registrant filed on August 21, 1996, together with any amendment or 
        report that the Registrant may file for the purpose of updating this 
        description.

                                      -2-
All documents that the Registrant files with the Commission pursuant to 
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 
as amended, after the filing of this Registration Statement but prior to the 
filing of a post-effective amendment (1) which indicates that all of the 
shares of the Registrant's Common Stock covered by this Registration 
Statement (the "Shares") have been sold or (2) which deregisters all of the 
Shares then remaining unsold, shall be deemed to be incorporated by 
reference in and to be part of this Registration Statement from their 
respective dates of filing.

   Any statement in a document incorporated or deemed to be incorporated by 
reference in this Registration Statement shall be deemed to be modified or 
superseded to the extent that a statement in this Registration Statement, or 
in any document filed after the filing of this Registration Statement which 
is deemed to be incorporated by reference in this Registration Statement, 
modifies or supersedes the earlier statement. The earlier statement shall be 
deemed to be incorporated in this Registration Statement only as so modified 
or superseded.

ITEM 4. DESCRIPTION OF SECURITIES

   This item is not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

   The legality of the Shares is being passed upon for the Registrant by 
Johnson and Colmar, 300 South Wacker Drive, Suite 1000, Chicago, Illinois 
60601, who serve as the Registrant's outside general counsel. Members and 
associates of Johnson and Colmar directly or indirectly beneficially own 
2,572 shares of the Registrant's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

   In response to this item, the Registrant incorporates by reference in 
this Registration Statement its response to Item 14 ("Indemnification of 
Directors and Officers") of Part II ("Information Not Required in 
Prospectus") of the Registration Statement on Form S-1 which the Registrant 
filed on June 11, 1996 (Registration No. 333-05665) and which, as amended, 
was declared effective on August 22, 1996. 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

   This item is not applicable.

ITEM 8. EXHIBITS

   4.1   Stericycle, Inc. Directors Stock Option Plan

   4.2   First Amendment to Stericycle, Inc. Directors Stock Option Plan

                                      -3-
5.1   Opinion of Johnson and Colmar

  23.1   Consent of Ernst & Young LLP

  23.2   Consent of Arthur Andersen LLP

  23.3   Consent of Johnson and Colmar (filed as part of Exhibit 5.1)

  25.1   Power of attorney (included under the caption "Power of Attorney" on 
         page 6).

ITEM 9. UNDERTAKINGS

RULE 415 OFFERING

   The Registrant undertakes:

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

          (a) to include any prospectus required by Section 10(a)(3) of the 
       Securities Act of 1933, as amended (the "Securities Act");

          (b) 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) which, individually or 
       in the aggregate, represent a fundamental change in the 
       information set forth in this Registration Statement; and

          (c) 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 undertakings (1)(a) and (1)(b) 
   shall not apply if the information required to be included in 
   a post-effective amendment by those undertakings is contained 
   in periodic reports filed with or furnished to the Commission 
   by the Registrant pursuant to Section 13 or Section 15(d) of 
   the Securities Exchange Act of 1934, as amended (the 
   "Exchange Act") which are incorporated by reference in this 
   Registration Statement;

      (2) that, for the purpose of determining any liability 
   under the Securities Act, 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; and

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

                                      -4-
of the offering; and

FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

   The Registrant undertakes that, for purposes of determining any liability 
under the Securities Act, each filing of the Registrant's annual report 
pursuant to Section 13(a) or Section 15(d) of the Exchange Act which 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.

COMMISSION POSITION ON INDEMNIFICATION

   Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of the 
Registrant pursuant to the Delaware General Corporation Law or the 
Registrant's amended and restated certificate of incorporation, or otherwise, 
the Registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the Shares, the Registrant will, unless in the opinion of its 
counsel the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Securities Act and will be 
governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, 
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 Village of Deerfield, State of Illinois, 
on March 27, 1997.

                                        STERICYCLE, INC.

                                        By: /s/ MARK C. MILLER
                                            -----------------------------------
                                            Mark C. Miller
                                            President and Chief Executive 
                                            Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below who is then an officer or 
director of the Registrant authorizes Mark C. Miller and James F. Polark, or 
either of them, with full power of substitution and resubstitution, to sign 
in his name and to file any amendments (including post-effective amendments) 
to this Registration Statement) and all related documents necessary or 
advisable to enable the Registrant to comply with the Securities Act of 
1933, as amended, in connection with the registration of the securities 
which are the subject of this Registration Statement, which amendments may 
make such changes in this Registration Statement (as it may be so amended) 
as Mark C. Miller or James F. Polark, or either of them, may deem 
appropriate, and to do and perform all other related acts and things 
necessary to be done.

   Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons 
in the capacities and on the dates indicated.

            NAME                         TITLE                       DATE

    /s/ JACK W. SCHULER      
-----------------------------   Chairman of the Board of        March 27, 1997 
        Jack W. Schuler         Directors                                  

    /s/ MARK C. MILLER          President, Chief Executive      March 27, 1997
-----------------------------   Officer and a Director                        
        Mark C. Miller          (Principal Executive Officer)   
                                

                                      -6-
/s/ JAMES F. POLARK         Vice President, Finance and       March 27, 1997
-----------------------------  Chief Financial Officer                         
       James F. Polark         (Principal Financial and                        
                               Accounting Officer)               

 /s/ PATRICK F. GRAHAM
-----------------------------   Director                         March 27, 1997
     Patrick F. Graham

 /s/ JOHN PATIENCE
-----------------------------   Director                         March 27, 1997
     John Patience

   /s/ PETER VARDY
-----------------------------   Director                         March 27, 1997
       Peter Vardy

 /s/ L. JOHN WILKERSON, Ph.D 
-----------------------------   Director                         March 27, 1997
     L. John Wilkerson, Ph.D.

                                      -7-
INDEX TO EXHIBITS

                                                                  SEQUENTIALLY
EXHIBIT                                                             NUMBERED  
NUMBER                     DESCRIPTION                                PAGE    
-------                    -----------                            ------------
  4.1      Stericycle, Inc. Directors Stock Option Plan                9

  4.2      First Amendment to Directors Stock Option Plan             15

  5.1      Opinion of Johnson and Colmar                              17

 23.1      Consent of Ernst & Young LLP                               19

 23.2      Consent of Arthur Andersen LLP                             20

 23.3      Consent of Johnson and Colmar 
           (filed as part of Exhibit 5.1)

 24.1      Power of Attorney (included under the caption 
           "Power of Attorney" on page 6).

                                      -8-