As filed with the Securities and Exchange Commission on April 4, 1996.
                                   Registration No. ____________
              SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.
                   ____________________________

                             Form S-8
                      REGISTRATION STATEMENT
                              Under
                    The Securities Act of 1933

                CONTINENTAL WASTE INDUSTRIES, INC.
      (Exact name of registrant as specified in its charter)

           Delaware                            11-2909512
  (State or other jurisdiction of           (I.R.S. Employer
   Incorporation or organization)           Identification No.)

                  67 Walnut Avenue, Suite 103
                        Clark, NJ 07066
                         (908) 396-0018
(Address including zip code, and telephone number, including area
       code, of registrant's principal executive offices)

                     __________________________

               CONTINENTAL WASTE INDUSTRIES, INC.
  
                     (Full Title of Plan)
                  __________________________

                       CARLOS E. AGUERO
                CONTINENTAL WASTE INDUSTRIES, INC.
                  67 Walnut Avenue, Suite 103
                        Clark, NJ 07066
                         (908) 396-0018
(Name and address, including zip code, and telephone number,
        including area code, of agents for service)

                        With a Copy to:
                     MICHAEL J. CHOATE, ESQ.
                  SHEFSKY FROELICH & DEVINE LTD.
                444 North Michigan Avenue, Suite 2500
                    Chicago, Illinois 60611
                        (312) 527-4000
                      __________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement has
become effective.
                      ___________________________

                  CALCULATION OF REGISTRATION FEE

                                 Proposed   Proposed
                                 Maximum    Maximum
Title of each class              Offering   Aggregate    Amount of
of securities to     Amount to   price per  Offering   Registration
be registered      be registered share (4)  price (4)     fee (4)

Common Stock, par     166,666    $10.56    $ 1,759,993   $  527.99
value $0.0006 per
share (1)(4)

Common Stock, par     166,666    $10.56    $ 1,759,993   $  527.99
value $0.0006 per
share (2)(4)

Common Stock, par     645,584    $10.56    $ 6,817,367   $2,045.21
value $0.0006 per
share (3)(4)
                    _________    ______    ___________   _________

     TOTAL            978,916    $10.56    $10,337,353   $3,101.19

(1)  Represents  shares  of common  stock  which are  issuable  pursuant  to the
     exercise of options  granted under the Company's 1995 Employee Stock Option
     Plan. 

(2)  Represents  shares of common stock which are issuable pursuant to
     the exercise of options  granted under the Company's 1995 Stock Option Plan
     For Outside  Directors.  

(3)  Represents  shares of common stock which are issuable  pursuant to  the
     exercise  of  options  granted  by the  Company  pursuant  to  written
     agreements  between the Company and various officers and employees (present
     and former) of the Company.

(4)  The  Registration  Statement  also relates to an  additional  indeterminate
     number of shares of the  Company's  common  stock as may be issued upon the
     antidilution  provisions  contained  in  each  of the  stock  option  plans
     referenced above in footnotes (1), (2) and (3).

(5)  Pursuant to Rule 457(c),  the fee is calculated on the basis of the average
     of the bid and asked  prices  on  March 28,  1996 on  the  Nasdaq  National
     Market for Common Stock. 
                          ____________________________


<PAGE>

                                TABLE OF CONTENTS


                                                          Page

I.     INFORMATION REQUIRED IN THE SECTION
       10(a) PROSPECTUS . . . . . . . . . . . . . . . . . . 1

       Item 1 - Plan Information . . . . . . . . . . . . .  1

       Item 2 - Registrant Information and Employee
        Annual Information . . . . . . . . . . . . . . . .  1


II.    INFORMATION REQUIRED IN THE REGISTRATION
       STATEMENT

       Item 3 - Incorporation of Documents by Reference . . 2

       Item 4 - Description of Securities . . . . . . . . . 2

       Item 5 - Interests of Named Experts and Counsel . .  2

       Item 6 - Indemnification of Directors and Officers . 3

       Item 7 - Exemption from Registration Claimed . . . . 4

       Item 8 - Exhibits . . . . . . . . . . . . . . . . .  4

       Item 9 - Undertakings . . . . . . . . . . . . . . .  4




<PAGE>

                              PART I

Item 1.   Plan Information

          Information  required  by  Part I of  Form  S-8 to be  contained  in a
          Section 10(a) Prospectus is omitted from the Registration Statement in
          accordance  with  Rule  428  under  the  Securities  Act of 1933  (the
          "Securities Act"). 

Item 2. Registrant Information and Employee
          Annual Information

          The  documents  set  forth  in Item 3 of Part II of this  Registration
          Statement  are   incorporated   by  reference  in  the  Section  10(a)
          prospectus and along with copies of the Continental  Waste Industries,
          Inc. 1995  Employee  Stock Option Plan (the  "Employee  Plan") and the
          Continental Waste Industries, Inc. 1995 Employee Stock Option Plan for
          Outside  Directors (the "Outside Director Plan") are available without
          charge, upon written or oral request from the Company. Requests should
          be directed to Jeffrey E. Levine,  Senior Vice  President  and General
          Counsel,  67  Walnut  Avenue,  Suite  103,  Clark,  New  Jersey  07066
          (908-396-0018).


<PAGE>

                              PART II

Item 3.     Incorporation of Documents by Reference

          The  following  documents  filed  with  the  Securities  and  Exchange
          Commission by the Registrant are hereby  incorporated  by reference in
          this  Registration  Statement  and  made a part  thereof  as of  their
          respective filing dates:

     1.     The Registrant's Annual Report on Form 10-KSB for the
            fiscal year ended December 31, 1995.

     2.     The description of the Registrant's Common Stock
            which is contained in the Registrant's Registration
            Statement on Form 8-A filed with the Securities and
            Exchange Commission on October 11, 1995 under
            Section 12 of the Securities Exchange Act of 1934,
            including any amendments or reports filed for the
            purpose of updating the description.

     3.     All documents subsequently filed by the Registrant
            pursuant to Sections 13(a), 13(c), 14 and 15(d) of
            the Securities Exchange Act of 1934, prior to the
            filing of a post-effective amendment to the
            Registration Statement which indicates that all of
            the shares of common stock offered have been sold or
            which deregisters all of the shares then remaining
            unsold, shall be deemed to be incorporated by
            reference in the Registration Statement and to be a
            part hereof from the date of filing of those
            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 this
            statement.  Any statement so modified or superseded
            shall not be deemed, except as so modified or
            superseded, to constitute a part of this Registration
            Statement.


Item 4.     Description of Securities

            Not Applicable

Item 5.     Interest of Name Experts and Counsel

            Not Applicable

Item 6.     Indemnification of Directors and Officers

     Section  2  of  Article   Eighth  of  the   Registrant's   Certificate   of
Incorporation  provides for  indemnification  of the  Registrant's  officers and
directors to the fullest extent permitted by Section 145 of the Delaware General
Corporation   Law  (the   "DGCL").   Section  145  of  the  DGCL   provides  for
indemnification  of directors and officers from and against expenses  (including
attorney's  fees),  judgments,  fines and amounts paid in settlement  reasonably
incurred  by them in  connection  with any civil,  criminal,  administrative  or
investigative claim or proceeding (including civil actions brought as derivative
actions by or in the right of the corporation but only to the extent of expenses
reasonably  incurred in  defending  or settling  such  action) in which they may
become  involved by reason of being a director or officer of the  corporation if
the director or officer  acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation and, in
addition,  in criminal  actions,  if he had no  reasonable  cause to believe his
conduct  to be  unlawful.  If,  in an action  brought  by or in the right of the
corporation,  the director or officer is adjudged to be liable for negligence or
misconduct  in the  performance  of his duty,  he will only be  entitled to this
indemnity as the court finds to be proper. Persons who are successful in defense
of any claim  against them are entitled to  indemnification  as of right against
expenses actually and reasonably incurred in connection therewith.  In all other
cases,  indemnification  shall be made (unless  otherwise  ordered by the court)
only if the  board of  directors,  acting  by a  majority  vote of a  quorum  of
disinterested  directors,  independent legal counsel or holders of a majority of
the shares entitled to vote,  determines that the applicable standard of conduct
has been met.  Section  145 also  provides  this  indemnity  for  directors  and
officers  of a  corporation  who,  at the  request  of the  corporation,  act as
directors, officers, employees or agents of other corporations,  partnerships or
other enterprises.

     Section  1  of  Article   Eighth  of  the   Registrant's   Certificate   of
Incorporation  limits  the  liability  of  the  Registrant's  directors  to  the
Registrant  or its  stockholders  to the fullest  extent  permitted by the DGCL.
Section 102(b)(7) of the DGCL provides that personal  monetary  liabilities of a
director  for  breaches  of  his  fiduciary  duties  as a  director  may  not be
eliminated  with regard to any breach of the duty of loyalty,  failing to act in
good faith,  intentional  misconduct or knowing  violation of law, payment of an
unlawful dividend,  approval of an illegal stock repurchase, or obtainment of an
improper personal  benefit.  This provision has no affect on the availability of
equitable remedies, such as an injunction or recission,  for breach of fiduciary
duty.

     The  employment  agreements  of certain  directors  and officers  contain a
provision  similar to the provisions of the  Certificate of  Incorporation.  The
Registrant maintains directors and officers liability insurance that will insure
against  liabilities  that directors and officers of the Registrant may incur in
such capacities.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended and the rules and regulations  thereunder (the "Act") may be
permitted for  directors,  officers and  controlling  persons of the  Registrant
pursuant to the foregoing, or otherwise, the Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
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 securities being registered,  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 Act and will
be governed by the final adjudication of such issue.

Item 7.     Exemption from Registration Claimed

            Not Applicable

Item 8.     Exhibits

     The Exhibits to this Registration Statement are listed in the Exhibit Index
on Page 7 of this Registration Statement,  which Index is incorporated herein by
reference.  The Registrant hereby undertakes to submit the Employee Plan and the
Outside Director Plan and any amendments thereto to the Internal Revenue Service
(the "IRS") in a timely manner and will make all changes  required by the IRS in
order to modify each plan.

Item 9.     Undertakings

     (a)     The Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this Registration Statement to include
     any  material  information  with  respect to the plan of  distribution  not
     previously  disclosed in the Registration  Statement or any material change
     to such information in the Registration Statement:

          (2) That, for determining  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
     the  securities  at that time shall be deemed to be the  initial  bona fide
     offering thereof; and.

          (3) To file a post-effective amendment to remove from registration any
     of the securities that remain unsold at the termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  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 Exchange
Act) that is  incorporated by reference in the  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) Insofar as indemnification for liabilities arising under the Securities
Act of 1934 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  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 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 securities being
registered, 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 Act and will be governed by the final adjudication of
such issue.

<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 City of Clark,  State of New Jersey on the 1st day of April,
1996.

                        CONTINENTAL WASTE INDUSTRIES, INC.

                         By: /s/ Carlos E. Aguero

                            Carlos E. Aguero
                            President, Chief Executive Officer
                            and Director


                     POWER OF ATTORNEY

     We, the undersigned,  do hereby severally  constitute and appoint Thomas A.
Volini and  Carlos E.  Aguero,  and each or either of them,  our true and lawful
attorneys and agents,  with full power of substitution and  resubstitution,  for
him and in his name, place and stead, in any and all capacities, to sign any and
all  amendments  or  post-effective  amendments to this  Registration  Statement
(including  post-effective  amendments)  and to file the same with all  exhibits
thereto,  and all other documents in connection  therewith,  with the Securities
and Exchange  Commission,  granting unto said attorneys and agents,  and each or
either of them,  full power and  authority  to do and perform each and every act
and thing  requisite  and  necessary  to be done,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  said  attorneys  and  agents,  and  each of  them,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Signature                  Title              Date

/s/Thomas A. Volini Chairman of the Board and   April 1, 1996
Thomas A. Volini    Chief Operating Officer
                    (Principal Executive Officer)

/s/Carlos E. Aguero President, Chief Executive  April 1, 1996
Carlos E. Aguero    Officer and Director
                    (Principal Executive Officer)

/s/Michael J. Drury Senior Vice President and   April 1, 1996
Michael J. Drury    (Chief Financial Officer and
                    Chief Accounting Officer)

/s/Bret R. Maxwell  Director                    April 1, 1996
Bret R. Maxwell

/s/Donald H. Haider Director                    April 1, 1996
Donald H. Haider

/s/Richard J. Carlson Director                  April 1, 1996
Richard J. Carlson

<PAGE>
      
                   EXHIBIT INDEX


Exhibit No.      Description of Exhibit

4.1         Continental Waste Industries, Inc.
            1995 Employee Stock Option Plan

4.2         Continental Waste Industries, Inc.
            1995 Employee Stock Option Plan for Outside Directors

4.3         Form of Grant of Employee Stock Option Agreement

4.4         Form of Adjustment of Employee Stock Option
            Agreement

5           Opinion of Shefsky Froelich & Devine Ltd.

23.1        Consent of Arthur Andersen LLP

23.2        Consent of Shefsky Froelich & Devine Ltd.
            (included in the opinion filed as Exhibit 5 to this
            Registration Statement)

24          Power of Attorney
            (included on the signature page for this
            Registration Statement)


<PAGE>

                        EXHIBIT 4.1


             CONTINENTAL WASTE INDUSTRIES, INC.

              1995 EMPLOYEE STOCK OPTION PLAN



<PAGE>

                  CONTINENTAL WASTE INDUSTRIES, INC.
                   1995 EMPLOYEE STOCK OPTION PLAN

     1. Purposes.  

     The purpose of the Continental Waste  Industries,  Inc. 1995 Employee Stock
Option Plan (the "Plan") is to encourage and enable key  employees  (which term,
as used herein, shall include officers) of Continental Waste Industries, Inc. or
subsidiaries thereof  (collectively,  unless the context otherwise requires, the
"Company")  (other than members of the  Committee,  as  hereinafter  defined) to
acquire a  proprietary  interest in the Company  through the ownership of common
stock of the Company.  Such  ownership  will provide such  employees with a more
direct stake in the future  welfare of the Company and encourage  them to remain
employed  by the  Company.  It is also  expected  that the Plan  will  encourage
qualified persons to seek and accept employment with the Company.

     2. Type of Options.

     Options  granted  pursuant to the Plan may be  incentive  stock  options as
defined in Section  422 of the  Internal  Revenue  Code of 1986 (as from time to
time  amended,  the  "Code")  (any  option  that is intended so to qualify as an
incentive  stock option being referred to herein as an "incentive  option"),  or
options that are not incentive options,  or both.  Incentive options may only be
granted to  "employees"  as defined in the provisions of the Code or regulations
thereunder applicable to incentive stock options.

         3.       Effective Date and Term of Plan.

          (a) The Plan shall become  effective upon approval by the shareholders
     of the  Company.  Grants of  options  under  the Plan may be made  prior to
     satisfaction  of such  conditions,  but after  adoption  of the Plan by the
     Board  of  Directors  of  the  Company  (the  "Board"),   subject  to  such
     shareholder approval.

          (b) No option  shall be  granted  under the Plan on or after the fifth
     anniversary  of the date on which the Plan is  adopted  by the  Board,  but
     options previously granted may extend beyond that date.

         4.       Administration.

          (a) The Plan shall be administered by a committee (the "Committee") of
     two or more directors  appointed from time to time by the Board.  Following
     registration  of the Company's  Stock under the Securities and Exchange Act
     of 1934 (the "Act"),  all members of the Committee shall be  "disinterested
     persons"  within the meaning of Rule  16(b)-3  under the Act. A majority of
     the  members  of  the  Committee  shall   constitute  a  quorum,   and  all
     determinations of the Committee shall be made by a majority of its members.
     Any  determination  of the  Committee  under the Plan may be made,  without
     notice or meeting of the  Committee,  by a writing  signed by a majority of
     the Committee members.

          (b) The Committee  shall have  authority,  not  inconsistent  with the
     express  provisions  of the Plan,  (i) to grant  options  to such  eligible
     employees of the Company as the Committee may select; (ii) to determine the
     time or times when  options  shall be  granted  and the number of shares of
     Stock  subject to each option;  (iii) to determine  which  options are, and
     which options are not, incentive  options;  (iv) to determine the terms and
     conditions  of  each  option;  (v)  to  prescribe  the  form  or  forms  of
     instruments  evidencing  options and other  instruments  required under the
     Plan and to change such forms from time to time;  (vi) to adopt,  amend and
     rescind rules and regulations for the administration of the Plan; and (vii)
     to  interpret  the  Plan  and  to  decide  any  questions  and  settle  all
     controversies  and disputes that may arise in connection with the Plan. Any
     determination,  decision or action of the Committee in connection  with the
     construction,  interpretation,  administration  or  application of the Plan
     shall be final and conclusive on all persons participating in the Plan.

         5.       Shares Subject to the Plan.

         (a)      Number of Shares.

          Subject to adjustment  as provided in Section 8, the aggregate  number
     of shares of Stock  that may be  delivered  upon the  exercise  of  options
     granted  under the Plan shall be 100,000.  If any option  granted under the
     Plan terminates without having been exercised in full, the number of shares
     of Stock as to which such option was not  exercised  shall be available for
     future grants within the limits set forth in this Section 5(a).

         (b)      Shares to be Delivered.
    
          Shares delivered under the Plan shall be authorized but unissued Stock
     or, if the Committee so decides in its sole discretion,  previously  issued
     Stock acquired by the Company and held in treasury. No fractional shares of
     Stock shall be delivered under the Plan.

         6.       Eligibility for Options.

          Employees of the Company  eligible to receive  options  under the Plan
     shall be those  employees  who, in the opinion of the  Committee,  are in a
     position to make a significant  contribution to the success of the Company.
     Receipt of  options  under the Plan or of awards  under any other  employee
     benefit plan of the Company shall not preclude an employee  from  receiving
     options or additional options under the Plan.

         7.       Terms and Conditions of the Options.

          (a) Special Rule for Incentive Options. Consistent with Section 422 of
     the Code and any regulations,  notices or other official  pronouncements of
     general  applicability,  to the  extent the  aggregate  fair  market  value
     (determined  in  accordance  with Section 7(b) as of the time the option is
     granted) of the shares of Stock with respect to which incentive options are
     exercisable  for the first time by the optionee  during any  calendar  year
     (under all plans of his employer  corporation and its parent and subsidiary
     corporations)  exceeds  $100,000,  such  options  shall not be  treated  as
     incentive  options.  Nothing in this  special  rule shall be  construed  as
     limiting the exercisability of any option,  unless the Committee  expressly
     provides for such a limitation at time of grant.

          (b)  Exercise  Price.  The  exercise  price  of each  option  shall be
     determined by the Committee, subject to the following (i) in the case of an
     incentive  option,  the exercise price per share of stock shall not be less
     than 100% (110% for a stock option  granted to a greater  than  ten-percent
     shareholder)  of the fair  market  value per share of Stock at the time the
     option is granted and (ii) in the case of all options,  the exercise  price
     per share of Stock  shall not be less than the par value per share  (unless
     the Stock  subject  to the  option is  treasury  stock).  A  "greater  than
     ten-percent  shareholder"  shall mean for purposes of the Plan any employee
     who at the time of grant  owns  directly,  or is deemed to own by reason of
     the  attribution  rules set  forth in  Section  424(d)  of the Code,  stock
     possessing  more than 10% of the total combined voting power of all classes
     of stock of the  Company.  The fair market  value of a share of Stock as of
     any date shall be  determined  for purposes of the Plan as follows:  (i) if
     the Stock is listed on a securities  exchange or quoted throughthe National
     Association of Securities Dealers Automatic  Quotation  ("NASDAQ") National
     Market System,  the fair market value shall equal the mean between the high
     and low sales prices on such exchange or through such market system, as the
     case may be, on such day or in the absence of  reported  sales on such day,
     the mean  between the  reported  bid and asked  prices on such  exchange or
     through such market  system,  as the case may be, on such day,  (ii) if the
     Stock is not listed or quoted as described in the  preceding  clause but is
     quoted through  NASDAQ (but not through the National  Market  System),  the
     fair market value shall equal the mean  between the bid and offered  prices
     as quoted by the National  Association of Securities Dealers through NASDAQ
     for such day and (iii) if the Stock is not listed or quoted on a securities
     exchange or through NASDAQ,  then the fair market value shall be determined
     by such other  method as the  Committee  determines  to be  reasonable  and
     consistent  with  applicable  requirements  of the Code and the regulations
     issued thereunder applicable to incentive options; provided,  however, that
     if  pursuant to clause (i) or (ii) fair  market  value is to be  determined
     based upon the mean of bid and asked  prices and the  Committee  determines
     that such mean does not  properly  reflect  fair  market  value,  then fair
     market  value shall be  determined  by the  Committee as provided in clause
     (iii).

          (c) Duration of Options.  An option,  shall be exercisable during such
     period or periods as the Committee may specify. The latest date on which an
     option may be  exercised  (the "Final  Exercise  Date") shall be five years
     from  the  date the  option  is  granted,  or such  earlier  date as may be
     specified by the Committee at the time the option is granted.

         (d)      Exercise of Options.

         (1)      At the time of the grant of an option, the committee
                  shall specify whether the option shall be exercisable
                  in full at any time prior to the Final Exercise Date or
                  in installments (which may be cumulative or
                  noncumulative).  In the case of an option not
                  immediately exercisable in full, the Committee may at
                  any time accelerate the time at which all or any part
                  of the option may be exercised.

         (2)      The award forms or other instruments evidencing
                  incentive option shall contain such provisions relating
                  to exercise and other matter as are required of
                  incentive options under the applicable provisions of
                  the Code and the regulations thereunder, as from time
                  to time in effect.

         (3)      Any exercise of an option shall be in writing, signed
                  by the proper person and delivered or mailed to the
                  Company, accompanied by (a) the option certificate and
                  any other documents required by the Committee and (b)
                  payment in full for the number of shares for which the
                  option is exercised.

         (4)      In the case of an option that is not an incentive
                  option, the Committee shall have the right to require
                  that the individual exercising the option remit to the
                  Company an amount sufficient to satisfy any federal,
                  state, or local withholding tax requirements (or make
                  other arrangements satisfactory to the Company with
                  regard to such taxes) prior to the delivery of any
                  Stock pursuant to the exercise of the option.  In the
                  case of an incentive option, if at the time the option
                  is exercised the Committee determines that under
                  applicable law and regulations the Company could be
                  liable for the withholding of any federal, state or
                  local tax with respect to a disposition of the Stock
                  received upon exercise, the Committee may require as a
                  condition of exercise that the individual exercising
                  the option agree (i) to inform the Company promptly of
                  any disposition (within the meaning of Section 424(c)
                  of the Code and the regulations thereunder) of Stock
                  received upon exercise, and (ii) to give such security
                  as the Committee deems adequate to meet the potential
                  liability of the Company for the withholding of tax,
                  and to augment such security from time to time in any
                  amount reasonably deemed necessary by the Committee to
                  preserve the adequacy of such security.

         (5)      If an option is exercised by the executor or
                  administrator of a deceased employee, or by the person
                  or persons to whom the option has been transferred by
                  the employee's will or the applicable laws of descent
                  and distribution, the Company shall be under no
                  obligation to deliver Stock pursuant to such exercise
                  until the Company is satisfied as to the authority of
                  the person or persons exercising the option.

         (e)      Termination of Employment.

          An employee's  options shall not terminate upon the termination of his
     employment with the Company,  except where the termination is for cause, in
     which case the  unexercised  portion of vested options shall continue to be
     exercisable  for six months  after such  termination.  Notwithstanding  the
     foregoing,  the  Committee in its  discretion  in any  particular  case may
     provide that upon termination of an employee's employment with the Company,
     the unexercised portion of his options shall continue to be exercisable for
     a period of 12 months following vesting thereof.

         (f)      Payment for Stock.

          Stock  purchased  under the Plan shall be paid for as follows:  (i) in
     cash or by certified check,  bank draft or money order payable to the order
     of the Company or (ii) if so permitted by the Committee (not later than the
     time of  grant,  in the  case of an  incentive  option),  (A)  through  the
     delivery of shares of Stock  (including  shares  acquired  under the option
     then being exercised) having a fair market value (determined as provided in
     Section 7(b)) on the date of exercise equal to the purchase price or (B) by
     a  combination  of cash and Stock as  provided  in clauses  (i) and (ii)(A)
     above or (C) by delivery of a promissory  note of the option  holder to the
     Company,  such note to be payable in the case of an  incentive  option,  on
     such terms as are specified in the option (except that, in lieu of a stated
     rate of interest, an incentive option may provide that the rate of interest
     on the note  will be such  rate as is  sufficient,  at the time the note is
     given, to avoid the imputation of interest under the applicable  provisions
     of the  Code),  or by a  combination  of cash (or cash and  Stock)  and the
     option holder's promissory note; provided, that if the Stock delivered upon
     exercise of the option is an original issue of authorized  Stock,  at least
     so much of the  exercise  price as  represents  the par value of such Stock
     shall be paid in cash or by a combination of cash and Stock.

         (g)      Delivery of Stock.

          An option  holder  shall not have the  rights  of a  shareholder  with
     regard to awards under the Plan except as to Stock actually received by him
     under the Plan. The Company shall not be obligated to deliver any shares of
     Stock (a) until,  in the opinion of the Company's  counsel,  all applicable
     federal and state laws and regulations  have been complied with, and (b) if
     the outstanding  Stock is at the time listed on any stock  exchange,  until
     the shares to be delivered  have been listed or  authorized to be listed on
     such  exchange upon  official  notice of issuance,  and (c) until all other
     legal matters in  connection  with the issuance and delivery of such shares
     have been approved by the Company's  counsel.  If the sale of Stock has not
     been registered  under the Securities Act of 1933, as amended,  the Company
     may require, as a condition to exercise of the option, such representations
     or agreements as counsel for the Company may consider  appropriate to avoid
     violation of such Act and may require that the certificates evidencing such
     Stock bear an appropriate legend restricting transfer.

         (h)      Nontransferability of Options.

          No  option  may be  transferred  other  than by will or by the laws of
     descent and  distribution,  and during the lifetime of the employee to whom
     granted may be exercised only by him.

          (i)  Restrictions  on Stock.  The Committee may provide that shares of
     Stock  purchased  through the exercise of options under the Plan be subject
     to such restrictions on resale,  including restrictions requiring resale to
     the Company at or below fair market value, or such other  restrictions,  as
     the Committee in its sole discretion shall  determine,  and shall take such
     steps as it deems necessary or appropriate to carry out the purposes of any
     such restriction.

         8.       Mergers, Recapitalizations, etc.

          (a) In the event of a consolidation  or merger in which the Company is
     not the  surviving  corporation  or in the  event of any  transaction  that
     results  in  the  acquisition  of   substantially   all  of  the  Company's
     outstanding  Stock by a single  person or  entity or by a group of  persons
     and/or entities acting in concert,  or in the event of the sale or transfer
     of  substantially  all of the  Company's  assets (all the  foregoing  being
     referred  to as  "Acquisition  Events"),  then  the  Committee  may  in its
     discretion  terminate  all  outstanding  options  by  delivering  notice of
     termination  to each option holder;  provided,  however,  that,  during the
     20-day  period  following the date on which such notice of  termination  is
     delivered,  each option holder shall have the right to exercise in full all
     of his options that are then outstanding  (without regard to limitations on
     exercise  otherwise  contained in the  options).  If an  Acquisition  Event
     occurs  and the  Committee  does  not  terminate  the  outstanding  options
     pursuant to the  preceding  sentence,  then the  provisions of Section 8(b)
     shall apply.

          (b) In the event of a stock  dividend,  stock split or  combination of
     shares,  recapitalization  or other change in the Company's  capital stock,
     the number and kind of shares of stock of securities of the Company subject
     to options then  outstanding  or  subsequently  granted under the Plan, the
     maximum  number of shares or  securities  that may be  delivered  under the
     Plan,  the  exercise  price,   and  other  relevant   provisions  shall  be
     appropriately adjusted by the Committee.  The Committee may also adjust the
     number of shares  subject to  outstanding  options,  the exercise  price of
     outstanding  options  and the  terms of  outstanding  options  to take into
     consideration any other event (including,  without  limitation,  accounting
     changes) if the Committee determines that such adjustment is appropriate to
     avoid  distortion  in the  operation of the Plan.  All  determinations  and
     adjustments  made by the  Committee  pursuant to this Section 8(b) shall be
     binding on all persons.

          (c) The Committee may grant options under the Plan in substitution for
     options held by employees of another  corporation who  concurrently  become
     employees of the Company or a subsidiary  of the Company as the result of a
     merger or consolidation of the employing  corporation with the Company or a
     subsidiary  of the  Company,  or as the  result of the  acquisition  by the
     Company of property or stock of the employing corporation.  The Company may
     direct that  substitute  awards be granted on such terms and  conditions as
     the Committee considers appropriate in the circumstances.

         9.       Limitation on Rights.

     Neither the adoption of the Plan nor the grant of options shall confer upon
any employee any right to continued employment with the Company or affect in any
way the right of the Company to terminate  the  employment of an employee at any
time.  Except as specifically  provided by the Committee in any particular case,
the loss of  existing or  potential  profit in options  granted  under this Plan
shall not  constitute an element of damages in the event of  termination  of the
employment  of an  employee  even  if  the  termination  is in  violation  of an
obligation of the Company to the employee by contract or otherwise.


          10. Effect, Discontinuance, Cancellation, Amendment and Termination.

          (a)  Neither  adoption  of the Plan nor the  grant  of  options  to an
     employee shall affect the Company's right to grant to such employee options
     that are not subject to the Plan,  to issue to such  employee's  Stock as a
     bonus or  otherwise,  or to adopt other plans or  arrangements  under which
     Stock may be issued to employees.

          (b) The Committee may at any time  discontinue  granting options under
     the Plan. With the consent of the option holder,  the Board may at any time
     cancel an existing  option in whole or in part and grant the option  holder
     another  option for such number of shares as the Committee  specifies.  The
     Committee may at any time or times amend the Plan or any outstanding option
     for the purpose of satisfying the  requirements  of Section 422 of the Code
     or of any  changes  in  applicable  laws or  regulations  or for any  other
     purpose which may at the time be permitted by law, or at any time terminate
     the Plan as to any further grants of options,  provided that (except to the
     extent  expressly  required or permitted  above) no such  amendment  shall,
     without the approval of the  shareholders of the Company,  (a) increase the
     maximum number of shares  available under the Plan, (b) change the group of
     employees  eligible to receive options under the Plan, (c) reduce the price
     at which incentive options may be granted, (d) extend the time within which
     options  may be  granted,  (e) alter the Plan in such a way that  incentive
     options already granted  hereunder would not be considered  incentive stock
     options under Section 422 of the Code, or (f) amend the  provisions of this
     Section 8, and no such amendment shall  adversely  affect the rights of any
     option holder (without his consent) under any option previously granted.



<PAGE>

                                   Exhibit 4.2


                       CONTINENTAL WASTE INDUSTRIES, INC.

                         1995 EMPLOYEE STOCK OPTION PLAN

                              FOR OUTSIDE DIRECTORS



<PAGE>

                       CONTINENTAL WASTE INDUSTRIES, INC.
                  1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS


1.       Purpose

          The  purpose of the  Continental  Waste  Industries,  Inc.  1995 Stock
     Option Plan for Outside  Directors (the "Plan") is to promote the interests
     of Continental Waste Industries,  Inc. (the "Company") and its stockholders
     by increasing the proprietary and vested interest of non-employee directors
     in the growth and  performance  of the Company by granting  such  directors
     options to purchase  shares of the Common Stock,  par value $.001 per share
     (the "Shares"), of the Company.


2.       Administration

          The Plan shall be  administered  by the  Company's  Board of Directors
     (the  "Board").  Subject to the  provisions of the Plan, the Board shall be
     authorized  to interpret the Plan,  to  establish,  amend,  and rescind any
     rules  and  regulations  relating  to  the  Plan  and  to  make  all  other
     determinations  necessary or advisable for the  administration of the Plan;
     provided,  however, that the Board shall have no discretion with respect to
     the selection of outside directors to receive options, the number of Shares
     subject to any such options, the purchase price thereunder or the timing of
     grants of options under the Plan.  The  determinations  of the Board in the
     administration  of the  Plan,  as  described  herein,  shall be  final  and
     conclusive.  The  Secretary of the Company shall be authorized to implement
     the Plan in  accordance  with  its  terms  and to take  such  actions  of a
     ministerial  nature as shall be  necessary  to  effectuate  the  intent and
     purposes thereof. The validity, construction and effect of the Plan and any
     rules  and  regulations  relating  to  the  Plan  shall  be  determined  in
     accordance with the laws of the State of Delaware.


3.       Eligibility

          The class of  individuals  eligible to receive grants of options under
     the Plan shall be  directors  of the Company who are not  employees  of the
     Company or its affiliates ("Eligible  Directors").  Any holder of an option
     granted hereunder shall hereinafter be referred to as a "Participant".


4.       Shares Subject to the Plan

          Subject to  adjustment  as  provided  in Section  6, an  aggregate  of
     100,000 Shares shall be available for issuance upon the exercise of options
     granted under the Plan. The Shares deliverable upon the exercise of options
     may be made  available  from  authorized  but  unissued  Shares or treasury
     Shares.  If any option  granted under the Plan shall be cancelled by mutual
     consent or terminated  for any reason without  having been  exercised,  the
     Shares subject to, but not delivered under,  such option shall be available
     for other  options.  If any  option  granted  under  the Plan is  exercised
     through the delivery of Shares, the number of Shares available for issuance
     upon the  exercise of options  shall be  increased  by the number of Shares
     surrendered, to the extent permissible under Rule 16b-3.

5.       Grant, Terms and Conditions of Options

          (a) Initial Options.  Upon approval of the Plan by the stockholders of
     the Company, each Eligible Director will automatically be granted an option
     hereunder to purchase 5,000 Shares.

          (b) New Director Options. Upon first election to the Board, each newly
     elected  Eligible  Director  will be  granted an option to  purchase  5,000
     shares.

          (c) Annual  Options.  On the third  business day following the date of
     each Annual Meeting of  Stockholders  of the Company,  commencing  with the
     first annual meeting following  December 31, 1995, each Eligible  Director,
     other than an Eligible  Director  first  elected to the Board within the 12
     months immediately  preceding such meeting,  will automatically and without
     any  further  action by the Board be  granted an option to  purchase  5,000
     Shares.  If the number of Shares then remaining  available for the grant of
     options under the Plan is not sufficient  for each Eligible  Director to be
     granted  an option  for 5,000  Shares  (or the  number of  adjusted  Shares
     pursuant  to Section 6), then each  Eligible  Director  shall be granted an
     option  for a number of whole  Shares  equal to the  number of Shares  then
     remaining   available   divided  by  the  number  of  Eligible   Directors,
     disregarding any fractional Shares.

          (d)  Elective  Options.  Beginning  with the 1996  annual  term,  each
     Eligible Director may make an election to receive all or any portion of his
     or her annual  retainer for the current  year in the form of stock  options
     (the  "Elective  Option").  An  election  must  specify  the  amount of the
     retainer  to be  paid  in the  form  of an  Elective  Option,  and  must be
     delivered to the Company not less than 15 days prior to the due date of any
     portion  of his or her  annual  retainer,  as to the  portion of the annual
     retainer then due. Each such election, once made, shall be irrevocable. The
     Elective  Option will be granted  automatically  on the first  business day
     occurring  one month  after the last day on which the  election  could have
     been  made.  If a  Director  ceases  to be a  Director  after  the date the
     election  is due but prior to the date upon  which the  Elective  Option is
     granted, the Elective Option to such individual will not be granted and any
     retainer will be paid in cash. The number of Shares  issuable upon exercise
     of each  Elective  Option  shall  be equal to the  amount  of the  Eligible
     Director's  annual  retainer  to be  received  in the form of the  Elective
     Option divided by the Fair Market Value  (defined  herein) per Share on the
     date of grant.

          (e) Options  Nonstatutory.  The options  granted will be  nonstatutory
     stock  options  not  intended  to qualify  under  Section 422 or 423 of the
     Internal  Revenue Code of 1986,  as amended (the "Code") and shall have the
     following terms and conditions:

               (i) Price.  The  purchase  price per Share  deliverable  upon the
          exercise  of each option  shall be 100% of the Fair  Market  Value per
          Share on the date the option is  granted.  For  purposes of this Plan,
          Fair  Market  Value shall be the average of the highest and lowest per
          Share sales prices on the NASDAQ  National  Market System for the five
          (5)  trading  days  immediately  preceding  the date of grant,  or the
          particular  date in  question,  as the  case may be,  in each  case as
          reported by NASDAQ.

               (ii) Payment.  Options may be exercised  only upon payment of the
          purchase price thereof in full. Such payment shall be made in cash or,
          unless  otherwise  determined by the Board,  in Shares  (provided that
          such Shares have not been held for less than six months),  which shall
          have a Fair Market Value  (determined in accordance  with the rules of
          paragraph (i) above) at least equal to the aggregate exercise price of
          the Shares being purchased, or a combination of cash and Shares.

               (ii)  Exercisability  and  Term  of  Options.  Options  shall  be
          exercisable,  in whole or in part,  at all  times  during  the  period
          beginning  on the  first  anniversary  of the date of grant  until the
          earliest  of (x)  ten  years  from  the  date  of  grant,  or (y)  the
          expiration of the one year period provided in paragraph (iv) below.

               (iv)   Termination  of  Service  as  Eligible   Director.   If  a
          Participant  who  remains a  director  shall no longer  qualify  as an
          Eligible   Director  as  herein  defined,   all  outstanding   options
          previously granted to that individual shall be exercisable in whole or
          in part  for a period  of one year  from  the  date  upon  which  such
          Participant  ceases to be an Eligible  Director,  provided  that in no
          event shall the options be exercisable  beyond the period provided for
          in paragraph (iii) above.

               (v)  Nontransferability  of Options.  No option may be  assigned,
          alienated,   pledged,  attached,  sold  or  otherwise  transferred  or
          encumbered  by a  Participant  otherwise  than by will or the  laws of
          descent and  distribution,  and during the lifetime of the Participant
          to  whom  an  option  is  granted  it may  be  exercised  only  by the
          Participant or by the Participant's guardian or legal representative.

               (vi)  Listing and  Registration.  Each option shall be subject to
          the requirement that if at any time the Board shall determine,  in its
          discretion,  the listing,  registration,  qualification  of the Shares
          subject to option upon any  securities  exchange or under any state or
          federal law, or the consent or approval of any governmental regulatory
          body is necessary  or  desirable  as a condition  of or in  connection
          with,  the  granting of such option or the issue or purchase of Shares
          thereunder, no such option may be exercised in whole or in part unless
          such listing, registration,  qualification,  consent or approval shall
          have been effected or obtained free of any condition not acceptable to
          the Board.

               (vii) Option  Agreement.  Each option granted  hereunder shall be
          evidenced by an  agreement  with the Company  which shall  contain the
          terms  and  provisions  set  forth  herein  and  shall   otherwise  be
          consistent with the provisions of the Plan.


6.       Adjustment of and Changes in Shares

     If a dividend or other  distribution  shall be declared  upon the Shares of
the Company payable in Shares,  the number of Shares set forth in Section 5, the
number of Shares then subject to any  outstanding  stock  options under the Plan
and the  number  of Shares  which may be issued  under the Plan but are not then
subject to  outstanding  stock  options on the date  fixed for  determining  the
stockholders  entitled to receive such stock dividend or  distribution  shall be
adjusted  by  adding  thereto  the  number  of  Shares  which  would  have  been
distributable thereon if such Shares had been outstanding on such date.

     If  the  outstanding  Shares  of the  Company  shall  be  changed  into  or
exchangeable  for a  different  number  or kind of  shares  of  stock  or  other
securities   of  the   Company   or   another   corporation,   whether   through
reorganization, reclassification,  recapitalization, stock split-up, combination
of shares,  merger or  consolidation,  then there shall be substituted  for each
Share set forth in  Section 5, for each  Share  subject to any then  outstanding
stock  option  pursuant to the Plan and for each Share which may be issued under
the Plan but which is not then  subject to any  outstanding  stock  option,  the
number  and  kind of  shares  of  stock  or other  securities  into  which  each
outstanding  Share  shall be so changed  or for which  each such Share  shall be
exchangeable.

     In case of any adjustment or  substitution as provided for in the first two
paragraphs of this Section 6, the aggregate  option price for all Shares subject
to each then  outstanding  stock option prior to such adjustment or substitution
shall be the aggregate  option price for all shares of stock or other securities
(including  any fraction) to which such Shares shall have been adjusted or which
shall have been substituted for such shares.

     No adjustment or substitution  provided for in this Section 6 shall require
the  Company  to  issue  or  sell a  fraction  of a  share  or  other  security.
Accordingly,  all fractional  shares or other  securities  which result from any
adjustment or  substitution  shall be eliminated and not carried  forward to any
subsequent adjustment or substitution.

     Except as  provided  in this  Section 6, a grantee  shall have no rights by
reason  of any  issue  by the  Company  of  stock  of any  class  or  securities
convertible  into stock of any class, any subdivision or consolidation of shares
of stock of any class,  the payment of any stock  dividend or any other increase
or decrease in the number of shares of stock of any class.


7.       No Rights of Stockholders

     Neither a Participant nor a Participant's legal representative shall be, or
have any of the  rights  and  privileges  of, a  stockholder  of the  Company in
respect of any Shares  purchasable upon the exercise of any option,  in whole or
in part,  unless and until  certificates for such Shares shall have been validly
issued.


8.       Change in Control

     Upon a change in Control,  all option rights that would become  exercisable
through the Company's next annual  stockholders'  meeting  following a Change in
Control will become  immediately  exercisable in full. If any event or series of
events constituting a Change in Control is abandoned, the effect thereof will be
null and the  exercisability of option rights will be governed by the provisions
of the Plan  described  above.  For  purposes of the Plan, a "Change in Control"
shall mean the occurrence of any of the following  events:  (i) execution by the
Company of an agreement for the merger,  consolidation or reorganization into or
with another corporation or other person, unless as a result of such transaction
not less than a majority of the combined  voting  power of the  then-outstanding
securities of such corporation or person  immediately after such transaction are
held in the aggregate by the holders of securities entitled to vote generally in
the election of directors of the Company ("Voting Securities") immediately prior
to such transaction;  (ii) execution by the Company of an agreement for the sale
or  other  transfer  of  all or  substantially  all of  its  assets  to  another
corporation or person,  unless as a result of such  transaction  not less than a
majority of the combined  voting power of the then-  outstanding  securities  of
such  corporation or person  immediately  after such  transaction is held in the
aggregate by the holders of Voting  Securities of the Company  immediately prior
to such  transaction;  or (iii) the Company adopts a plan for the liquidation or
dissolution  of the Company  other than pursuant to a merger,  consolidation  or
reorganization  which would not constitute a Change in Control,  as described in
clause (i) above.

     Notwithstanding the foregoing, to the extent necessary for an option right,
its exercise or the sale of the Common Stock  acquired  thereunder  to be exempt
from  Section  16(b)  of the  Exchange  Act,  except  in the  case of  death  or
disability,  an  optionee  will not be entitled  to  exercise  any option  right
granted  within six months prior to the  occurrence of a Change in Control until
six months after the grant of such option right or until at least six months has
elapsed  from the grant of such option  right until the sale of the Common Stock
acquired upon its exercise.

9.       Plan Amendments

     The Plan may be  amended by the Board,  as it shall  deem  advisable  or to
conform to any change in any law or  regulation  applicable  thereto;  provided,
that the Board may not, without the  authorization  and approval of stockholders
of the  Company;  (i)  increase  the  number  of Shares  which may be  purchased
pursuant to options hereunder,  either individually or in the aggregate,  except
as  permitted  by Section 6, (ii) change the  requirement  of Section  5(d) that
option grants be priced at Fair Market Value,  except as permitted by Section 6,
(iii) modify in any respect the class of  individuals  who  constitute  Eligible
Directors or (iv)  materially  increase the  benefits  accruing to  Participants
hereunder.  The  provisions of Sections 3 and/or 5 may not be amended more often
than once every six months,  other than to comport with changes in the Code, the
Employee  Retirement  Income  Security Act ("ERISA"),  or the rules under either
such statute.


10.      Effective Date and Duration of Plan

     The  Plan  shall  become  effective  on the  day of  the  Company's  Annual
Stockholders  Meeting at which the Plan is  approved by  Stockholders.  The Plan
shall terminate on December 31, 2004,  unless the Plan is extended or terminated
at an earlier date by  Stockholders or is terminated by exhaustion of the Shares
available for issuance hereunder.


11.      Securities Law Matters

     As a  condition  of  receiving  Option  Rights the  Company  may require an
optionee to give written  assurances  that the optionee is acquiring  the Common
Stock subject to the Option Right for  investment  and with no present intent to
sell or  distribute  such Common  Stock and covering  any other  matters  deemed
necessary  or  appropriate  by the  Company  to  comply  with  federal  or state
securities laws. No Option Right may be accepted or exercised until any required
governmental  registration,  qualification,  consent or  approval is obtained as
specified in the Plan.

     It is the intent of the Company  that the Plan shall comply in all respects
with  applicable  provisions of Rule 16b-3 under the Securities  Exchange Act of
1934 ("Exchange  Act"), so that any grant of options to or other  transaction by
an optionee who is subject to the reporting requirements of Section 16(a) of the
Exchange Act shall not result in  short-swing  profits  liability  under Section
16(b) (except for any transaction  exempted under alternative Exchange Act rules
or intended by such optionee to be a non-exempt  transaction).  Accordingly,  if
any  provision  of this Plan or any  agreement  relating  to an option  does not
comply  with such  requirements  of Rule  16b-3 as then  applicable  to any such
transaction  so that  such  an  optionee  would  be  subject  to  Section  16(b)
liability,  such  provision  shall be construed or deemed  amended to the extent
necessary to conform to such  requirements,  and the optionee shall be deemed to
have consented to such construction or amendment.

12.      ERISA

     The Plan is not  subject  to any  provision  of ERISA and is not  qualified
under  Section  401(a) of the Code,  relating to pension plans and certain other
deferred compensation plans.

<PAGE>



                                   EXHIBIT 4.3


                FORM OF GRANT OF EMPLOYEE STOCK OPTION AGREEMENT



<PAGE>

EXHIBIT 4.3

                FORM OF GRANT OF EMPLOYEE STOCK OPTION AGREEMENT


     In  consideration  and  appreciation  for your valued  service and for your
continued dedication to the growth of the Company, the Board of Directors hereby
grants  you an  Option  to  purchase  the  Common  Stock  of  Continental  Waste
Industries, Inc. within the guidelines and conditions set forth below:

     Name:                  _________________________

     Number of Shares
     of Common Stock:       ________ Shares

     Date of Option Grant:  ________________

     Price Per Share:      $_____

     Vesting Period:       ___% per monthly anniversary of Grant.
                           Fully vested on three-year anniversary
                           of Grant.

     Time of Exercise
     of Options:          Anytime after portion has vested.

     Term of Option:      5 years from date of Grant.


                          /s/ Carlos E. Aguero
                              Carlos E. Aguero, President


<PAGE>


                                   EXHIBIT 4.4


              FORM OF ADJUSTMENT OF EMPLOYEE STOCK OPTION AGREEMENT



<PAGE>

EXHIBIT 4.4
 
     FORM OF ADJUSTMENT OF EMPLOYEE STOCK OPTION AGREEMENT

     Continental Waste Industries, Inc. ("CWI"), through its Board of Directors,
had  previously  granted you certain  options (the  "Options") to purchase a set
number  of  shares  of the  Common  Stock of CWI.  That  grant  was  subject  to
adjustment  in the  event  of a  stock-split.  As you  know,  CWI  has  recently
completed a 5- for-3 split of its common stock.

     Since  your  Optons  were  granted  to reward  past  (rather  than  future)
performance,  the Board has determined  that the number of shares for which your
Options may be  exercised  shall be  proportionately  increased,  and the option
price (the  amount you pay to exercise  each  Option)  shall be  proportionately
decreased.  This is due in order to maintain  the  relative  number and value of
your options following the split.

     The following  table  addresses all of your current (i.e.,  unexercised and
unexpired) Options, as adjusted:

     Name:                        _________________________

     Number of Options
     Before Split:                ________ Shares

     Number of Options
     as Adjusted for Split:       ________ Shares

     Initial Issue Date:          ________

     Date of Expiration:          ________

     Exercise Price Before Split: $______

     Exercise Price
     as Adjusted for Split:       $______

     Vesting Description:         Immediate

     THIS CERTIFICATE SUPERSEDES AND REPLACES ANY AND ALL OPTION
CERTIFICATES ISSUED TO YOU ON THE INITIAL ISSUE DATE NOTED ABOVE.

                                 /s/ Thomas A. Volini
                                 Thomas A. Volini, Chairman, Board of Directors

<PAGE>


                                    EXHIBIT 5


                    OPINION OF SHEFSKY FROELICH & DEVINE LTD.



<PAGE>

        [Letterhead of SHEFSKY FROELICH & DEVINE LTD.]

April 2, 1996

Continental Waste Industries, Inc.
67 Walnut Avenue, Suite 103
Clark, NJ 07066

     Re:   Continental Waste Industries, Inc.
           Registration Statement on Form S-8

Ladies and Gentlemen:

     We  have  acted  as  special   securities   counsel  to  Continental  Waste
Industries, Inc., a Delaware corporation (the "Company"), in connection with the
preparation  and  filing  of  the  registration   statement  on  Form  S-8  (the
"Registration  Statement"),  with the  Securities and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended  (the  "Act") and
relating to the  registration  of 978,916 shares of the Company's  common stock,
par  value  $0.0006  (the  "Shares").  All of the  Shares  will be issued by the
Company  upon the exercise of options  granted by the Company  under either the:
(i) Company's 1995 Employee Stock Option Plan (the  "Employee  Plan");  (ii) the
1995 Stock Option Plan for Outside  Directors (the "Outside  Director Plan"); or
(iii)  pursuant to the  exercise of options  granted by the Company  pursuant to
written  agreements  between  the Company and  various  officers  and  employees
(present and former) of the Company.

     For purposes of this opinion,  we have reviewed the Registration  Statement
and have examined the originals or copies  certified or otherwise  identified to
our satisfaction of: (i) the Company's Certificate of Incorporation,  as amended
to date; (ii) the By-laws of the Company,  as amended to date;  (iii) records of
the corporate  proceedings of the Company as we deemed  necessary or appropriate
as a basis for the opinions set forth  herein;  and (iv) those matters of law as
we have deemed  necessary or  appropriate  as a basis for the opinions set forth
herein.  We have  not  made  any  independent  review  or  investigation  of the
organization,  existence,  good  standing,  assets,  business  or affairs of the
Company,  or of any other  matters.  In rendering  our opinion,  we have assumed
without  inquiry the legal capacity of all natural  persons,  the genuineness of
all signatures,  the authenticity of all documents submitted to us as originals,
the  conformity  to  original  documents  of all  documents  submitted  to us as
certified or photostatic  copies and the  authenticity of the originals of these
documents submitted to us as copies.

     We have not undertaken any  independent  investigation  to determine  facts
bearing on this  opinion,  and no inference  as to the best of our  knowledge of
facts  based  on  an  independent   investigation  should  be  drawn  from  this
representation.  Further, our opinions, as hereinafter expressed, are subject to
the following  exceptions,  limitations  and  qualifications:  (i) the effect of
bankruptcy,  insolvency,  fraudulent  conveyance,  reorganization,  arrangement,
moratorium  or other  similar  laws no or  hereafter  in effect  relating  to or
affecting the rights and remedies of  creditors;  and (ii) the effect of general
principles of equity whether enforcement is considered in a proceeding in equity
or at law and the discretion of the court before which any proceeding  therefore
may be brought.

     We are admitted to the  practice of law only in the State of Illinois  and,
accordingly,  we do  no  purport  to  be  experts  on  the  laws  of  any  other
jurisdiction nor do we express an opinion as to the laws of jurisdictions  other
than the laws of the State of Illinois  and the General  Corporation  Law of the
State of Delaware, as currently in effect.

     On the basis of, and in reliance upon,  the  foregoing,  and subject to the
qualifications  contained  herein,  we are of the  opinion  that the Shares when
issued in accordance  with the Employee Plan,  the Outside  Director Plan or the
individual  employee  agreements  as the case may be,  will be  validly  issued,
fully-paid and nonassessable.

     We  hereby  consent  to your  filing  this  opinion  as an  exhibit  to the
Registration  Statement  and to the  reference to our firm  contained  under the
heading "Legal Matters."

     This  opinion is  rendered  only to you and is solely  for your  benefit in
connection with the transactions  covered hereby. This opinion may not be relied
upon by you for any other purpose or furnished,  or quoted to, or relied upon by
any other person,  firm or corporation for any purpose without our prior express
written consent. Respectfully submitted,

                          /s/ SHEFSKY FROELICH & DEVINE LTD.
                          SHEFSKY FROELICH & DEVINE LTD.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 69982}]
{"company-data": {"conformed-name": "CONTINENTAL WASTE INDUSTRIES INC", "cik": "0000876035", "assigned-sic": "4953", "irs-number": "223285335", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02267", "film-number": "96544615"}, "business-address": {"street1": "67 WALNUT AVE STE 103", "city": "CLARK", "state": "NJ", "zip": "07066", "phone": "9083960018"}, "mail-address": {"street1": "67 WALNUT AVENUE, SUITE 103", "street2": "67 WALNUT AVENUE, SUITE 103"}, "former-company": {"former-conformed-name": "FINET INC /NY", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on April 4, 1996.
                                   Registration No. ____________
              SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.
                   ____________________________

                             Form S-8
                      REGISTRATION STATEMENT
                              Under
                    The Securities Act of 1933

                CONTINENTAL WASTE INDUSTRIES, INC.
      (Exact name of registrant as specified in its charter)

           Delaware                            11-2909512
  (State or other jurisdiction of           (I.R.S. Employer
   Incorporation or organization)           Identification No.)

                  67 Walnut Avenue, Suite 103
                        Clark, NJ 07066
                         (908) 396-0018
(Address including zip code, and telephone number, including area
       code, of registrant's principal executive offices)

                     __________________________

               CONTINENTAL WASTE INDUSTRIES, INC.
  
                     (Full Title of Plan)
                  __________________________

                       CARLOS E. AGUERO
                CONTINENTAL WASTE INDUSTRIES, INC.
                  67 Walnut Avenue, Suite 103
                        Clark, NJ 07066
                         (908) 396-0018
(Name and address, including zip code, and telephone number,
        including area code, of agents for service)

                        With a Copy to:
                     MICHAEL J. CHOATE, ESQ.
                  SHEFSKY FROELICH & DEVINE LTD.
                444 North Michigan Avenue, Suite 2500
                    Chicago, Illinois 60611
                        (312) 527-4000
                      __________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement has
become effective.
                      ___________________________

                  CALCULATION OF REGISTRATION FEE

                                 Proposed   Proposed
                                 Maximum    Maximum
Title of each class              Offering   Aggregate    Amount of
of securities to     Amount to   price per  Offering   Registration
be registered      be registered share (4)  price (4)     fee (4)

Common Stock, par     166,666    $10.56    $ 1,759,993   $  527.99
value $0.0006 per
share (1)(4)

Common Stock, par     166,666    $10.56    $ 1,759,993   $  527.99
value $0.0006 per
share (2)(4)

Common Stock, par     645,584    $10.56    $ 6,817,367   $2,045.21
value $0.0006 per
share (3)(4)
                    _________    ______    ___________   _________

     TOTAL            978,916    $10.56    $10,337,353   $3,101.19

(1)  Represents  shares  of common  stock  which are  issuable  pursuant  to the
     exercise of options  granted under the Company's 1995 Employee Stock Option
     Plan. 

(2)  Represents  shares of common stock which are issuable pursuant to
     the exercise of options  granted under the Company's 1995 Stock Option Plan
     For Outside  Directors.  

(3)  Represents  shares of common stock which are issuable  pursuant to  the
     exercise  of  options  granted  by the  Company  pursuant  to  written
     agreements  between the Company and various officers and employees (present
     and former) of the Company.

(4)  The  Registration  Statement  also relates to an  additional  indeterminate
     number of shares of the  Company's  common  stock as may be issued upon the
     antidilution  provisions  contained  in  each  of the  stock  option  plans
     referenced above in footnotes (1), (2) and (3).

(5)  Pursuant to Rule 457(c),  the fee is calculated on the basis of the average
     of the bid and asked  prices  on  March 28,  1996 on  the  Nasdaq  National
     Market for Common Stock. 
                          ____________________________
TABLE OF CONTENTS

                                                          Page

I.     INFORMATION REQUIRED IN THE SECTION
       10(a) PROSPECTUS . . . . . . . . . . . . . . . . . . 1

       Item 1 - Plan Information . . . . . . . . . . . . .  1

       Item 2 - Registrant Information and Employee
        Annual Information . . . . . . . . . . . . . . . .  1

II.    INFORMATION REQUIRED IN THE REGISTRATION
       STATEMENT

       Item 3 - Incorporation of Documents by Reference . . 2

       Item 4 - Description of Securities . . . . . . . . . 2

       Item 5 - Interests of Named Experts and Counsel . .  2

       Item 6 - Indemnification of Directors and Officers . 3

       Item 7 - Exemption from Registration Claimed . . . . 4

       Item 8 - Exhibits . . . . . . . . . . . . . . . . .  4

       Item 9 - Undertakings . . . . . . . . . . . . . . .  4
PART I

Item 1.   Plan Information

          Information  required  by  Part I of  Form  S-8 to be  contained  in a
          Section 10(a) Prospectus is omitted from the Registration Statement in
          accordance  with  Rule  428  under  the  Securities  Act of 1933  (the
          "Securities Act"). 

Item 2. Registrant Information and Employee
          Annual Information

          The  documents  set  forth  in Item 3 of Part II of this  Registration
          Statement  are   incorporated   by  reference  in  the  Section  10(a)
          prospectus and along with copies of the Continental  Waste Industries,
          Inc. 1995  Employee  Stock Option Plan (the  "Employee  Plan") and the
          Continental Waste Industries, Inc. 1995 Employee Stock Option Plan for
          Outside  Directors (the "Outside Director Plan") are available without
          charge, upon written or oral request from the Company. Requests should
          be directed to Jeffrey E. Levine,  Senior Vice  President  and General
          Counsel,  67  Walnut  Avenue,  Suite  103,  Clark,  New  Jersey  07066
          (908-396-0018).
PART II

Item 3.     Incorporation of Documents by Reference

          The  following  documents  filed  with  the  Securities  and  Exchange
          Commission by the Registrant are hereby  incorporated  by reference in
          this  Registration  Statement  and  made a part  thereof  as of  their
          respective filing dates:

     1.     The Registrant's Annual Report on Form 10-KSB for the
            fiscal year ended December 31, 1995.

     2.     The description of the Registrant's Common Stock
            which is contained in the Registrant's Registration
            Statement on Form 8-A filed with the Securities and
            Exchange Commission on October 11, 1995 under
            Section 12 of the Securities Exchange Act of 1934,
            including any amendments or reports filed for the
            purpose of updating the description.

     3.     All documents subsequently filed by the Registrant
            pursuant to Sections 13(a), 13(c), 14 and 15(d) of
            the Securities Exchange Act of 1934, prior to the
            filing of a post-effective amendment to the
            Registration Statement which indicates that all of
            the shares of common stock offered have been sold or
            which deregisters all of the shares then remaining
            unsold, shall be deemed to be incorporated by
            reference in the Registration Statement and to be a
            part hereof from the date of filing of those
            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 this
            statement.  Any statement so modified or superseded
            shall not be deemed, except as so modified or
            superseded, to constitute a part of this Registration
            Statement.

Item 4.     Description of Securities

            Not Applicable

Item 5.     Interest of Name Experts and Counsel

            Not Applicable

Item 6.     Indemnification of Directors and Officers

     Section  2  of  Article   Eighth  of  the   Registrant's   Certificate   of
Incorporation  provides for  indemnification  of the  Registrant's  officers and
directors to the fullest extent permitted by Section 145 of the Delaware General
Corporation   Law  (the   "DGCL").   Section  145  of  the  DGCL   provides  for
indemnification  of directors and officers from and against expenses  (including
attorney's  fees),  judgments,  fines and amounts paid in settlement  reasonably
incurred  by them in  connection  with any civil,  criminal,  administrative  or
investigative claim or proceeding (including civil actions brought as derivative
actions by or in the right of the corporation but only to the extent of expenses
reasonably  incurred in  defending  or settling  such  action) in which they may
become  involved by reason of being a director or officer of the  corporation if
the director or officer  acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation and, in
addition,  in criminal  actions,  if he had no  reasonable  cause to believe his
conduct  to be  unlawful.  If,  in an action  brought  by or in the right of the
corporation,  the director or officer is adjudged to be liable for negligence or
misconduct  in the  performance  of his duty,  he will only be  entitled to this
indemnity as the court finds to be proper. Persons who are successful in defense
of any claim  against them are entitled to  indemnification  as of right against
expenses actually and reasonably incurred in connection therewith.  In all other
cases,  indemnification  shall be made (unless  otherwise  ordered by the court)
only if the  board of  directors,  acting  by a  majority  vote of a  quorum  of
disinterested  directors,  independent legal counsel or holders of a majority of
the shares entitled to vote,  determines that the applicable standard of conduct
has been met.  Section  145 also  provides  this  indemnity  for  directors  and
officers  of a  corporation  who,  at the  request  of the  corporation,  act as
directors, officers, employees or agents of other corporations,  partnerships or
other enterprises.

     Section  1  of  Article   Eighth  of  the   Registrant's   Certificate   of
Incorporation  limits  the  liability  of  the  Registrant's  directors  to  the
Registrant  or its  stockholders  to the fullest  extent  permitted by the DGCL.
Section 102(b)(7) of the DGCL provides that personal  monetary  liabilities of a
director  for  breaches  of  his  fiduciary  duties  as a  director  may  not be
eliminated  with regard to any breach of the duty of loyalty,  failing to act in
good faith,  intentional  misconduct or knowing  violation of law, payment of an
unlawful dividend,  approval of an illegal stock repurchase, or obtainment of an
improper personal  benefit.  This provision has no affect on the availability of
equitable remedies, such as an injunction or recission,  for breach of fiduciary
duty.

     The  employment  agreements  of certain  directors  and officers  contain a
provision  similar to the provisions of the  Certificate of  Incorporation.  The
Registrant maintains directors and officers liability insurance that will insure
against  liabilities  that directors and officers of the Registrant may incur in
such capacities.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended and the rules and regulations  thereunder (the "Act") may be
permitted for  directors,  officers and  controlling  persons of the  Registrant
pursuant to the foregoing, or otherwise, the Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
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 securities being registered,  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 Act and will
be governed by the final adjudication of such issue.

Item 7.     Exemption from Registration Claimed

            Not Applicable

Item 8.     Exhibits

     The Exhibits to this Registration Statement are listed in the Exhibit Index
on Page 7 of this Registration Statement,  which Index is incorporated herein by
reference.  The Registrant hereby undertakes to submit the Employee Plan and the
Outside Director Plan and any amendments thereto to the Internal Revenue Service
(the "IRS") in a timely manner and will make all changes  required by the IRS in
order to modify each plan.

Item 9.     Undertakings

     (a)     The Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this Registration Statement to include
     any  material  information  with  respect to the plan of  distribution  not
     previously  disclosed in the Registration  Statement or any material change
     to such information in the Registration Statement:

          (2) That, for determining  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
     the  securities  at that time shall be deemed to be the  initial  bona fide
     offering thereof; and.

          (3) To file a post-effective amendment to remove from registration any
     of the securities that remain unsold at the termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  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 Exchange
Act) that is  incorporated by reference in the  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) Insofar as indemnification for liabilities arising under the Securities
Act of 1934 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  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 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 securities being
registered, 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 Act and will be governed by the final adjudication of
such issue.
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 City of Clark,  State of New Jersey on the 1st day of April,
1996.

                        CONTINENTAL WASTE INDUSTRIES, INC.

                         By: /s/ Carlos E. Aguero

                            Carlos E. Aguero
                            President, Chief Executive Officer
                            and Director

                     POWER OF ATTORNEY

     We, the undersigned,  do hereby severally  constitute and appoint Thomas A.
Volini and  Carlos E.  Aguero,  and each or either of them,  our true and lawful
attorneys and agents,  with full power of substitution and  resubstitution,  for
him and in his name, place and stead, in any and all capacities, to sign any and
all  amendments  or  post-effective  amendments to this  Registration  Statement
(including  post-effective  amendments)  and to file the same with all  exhibits
thereto,  and all other documents in connection  therewith,  with the Securities
and Exchange  Commission,  granting unto said attorneys and agents,  and each or
either of them,  full power and  authority  to do and perform each and every act
and thing  requisite  and  necessary  to be done,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  said  attorneys  and  agents,  and  each of  them,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Signature                  Title              Date

/s/Thomas A. Volini Chairman of the Board and   April 1, 1996
Thomas A. Volini    Chief Operating Officer
                    (Principal Executive Officer)

/s/Carlos E. Aguero President, Chief Executive  April 1, 1996
Carlos E. Aguero    Officer and Director
                    (Principal Executive Officer)

/s/Michael J. Drury Senior Vice President and   April 1, 1996
Michael J. Drury    (Chief Financial Officer and
                    Chief Accounting Officer)

/s/Bret R. Maxwell  Director                    April 1, 1996
Bret R. Maxwell

/s/Donald H. Haider Director                    April 1, 1996
Donald H. Haider

/s/Richard J. Carlson Director                  April 1, 1996
Richard J. Carlson
EXHIBIT INDEX

Exhibit No.      Description of Exhibit

4.1         Continental Waste Industries, Inc.
            1995 Employee Stock Option Plan

4.2         Continental Waste Industries, Inc.
            1995 Employee Stock Option Plan for Outside Directors

4.3         Form of Grant of Employee Stock Option Agreement

4.4         Form of Adjustment of Employee Stock Option
            Agreement

5           Opinion of Shefsky Froelich & Devine Ltd.

23.1        Consent of Arthur Andersen LLP

23.2        Consent of Shefsky Froelich & Devine Ltd.
            (included in the opinion filed as Exhibit 5 to this
            Registration Statement)

24          Power of Attorney
            (included on the signature page for this
            Registration Statement)
EXHIBIT 4.1

             CONTINENTAL WASTE INDUSTRIES, INC.

              1995 EMPLOYEE STOCK OPTION PLAN
CONTINENTAL WASTE INDUSTRIES, INC.
                   1995 EMPLOYEE STOCK OPTION PLAN

     1. Purposes.  

     The purpose of the Continental Waste  Industries,  Inc. 1995 Employee Stock
Option Plan (the "Plan") is to encourage and enable key  employees  (which term,
as used herein, shall include officers) of Continental Waste Industries, Inc. or
subsidiaries thereof  (collectively,  unless the context otherwise requires, the
"Company")  (other than members of the  Committee,  as  hereinafter  defined) to
acquire a  proprietary  interest in the Company  through the ownership of common
stock of the Company.  Such  ownership  will provide such  employees with a more
direct stake in the future  welfare of the Company and encourage  them to remain
employed  by the  Company.  It is also  expected  that the Plan  will  encourage
qualified persons to seek and accept employment with the Company.

     2. Type of Options.

     Options  granted  pursuant to the Plan may be  incentive  stock  options as
defined in Section  422 of the  Internal  Revenue  Code of 1986 (as from time to
time  amended,  the  "Code")  (any  option  that is intended so to qualify as an
incentive  stock option being referred to herein as an "incentive  option"),  or
options that are not incentive options,  or both.  Incentive options may only be
granted to  "employees"  as defined in the provisions of the Code or regulations
thereunder applicable to incentive stock options.

         3.       Effective Date and Term of Plan.

          (a) The Plan shall become  effective upon approval by the shareholders
     of the  Company.  Grants of  options  under  the Plan may be made  prior to
     satisfaction  of such  conditions,  but after  adoption  of the Plan by the
     Board  of  Directors  of  the  Company  (the  "Board"),   subject  to  such
     shareholder approval.

          (b) No option  shall be  granted  under the Plan on or after the fifth
     anniversary  of the date on which the Plan is  adopted  by the  Board,  but
     options previously granted may extend beyond that date.

         4.       Administration.

          (a) The Plan shall be administered by a committee (the "Committee") of
     two or more directors  appointed from time to time by the Board.  Following
     registration  of the Company's  Stock under the Securities and Exchange Act
     of 1934 (the "Act"),  all members of the Committee shall be  "disinterested
     persons"  within the meaning of Rule  16(b)-3  under the Act. A majority of
     the  members  of  the  Committee  shall   constitute  a  quorum,   and  all
     determinations of the Committee shall be made by a majority of its members.
     Any  determination  of the  Committee  under the Plan may be made,  without
     notice or meeting of the  Committee,  by a writing  signed by a majority of
     the Committee members.

          (b) The Committee  shall have  authority,  not  inconsistent  with the
     express  provisions  of the Plan,  (i) to grant  options  to such  eligible
     employees of the Company as the Committee may select; (ii) to determine the
     time or times when  options  shall be  granted  and the number of shares of
     Stock  subject to each option;  (iii) to determine  which  options are, and
     which options are not, incentive  options;  (iv) to determine the terms and
     conditions  of  each  option;  (v)  to  prescribe  the  form  or  forms  of
     instruments  evidencing  options and other  instruments  required under the
     Plan and to change such forms from time to time;  (vi) to adopt,  amend and
     rescind rules and regulations for the administration of the Plan; and (vii)
     to  interpret  the  Plan  and  to  decide  any  questions  and  settle  all
     controversies  and disputes that may arise in connection with the Plan. Any
     determination,  decision or action of the Committee in connection  with the
     construction,  interpretation,  administration  or  application of the Plan
     shall be final and conclusive on all persons participating in the Plan.

         5.       Shares Subject to the Plan.

         (a)      Number of Shares.

          Subject to adjustment  as provided in Section 8, the aggregate  number
     of shares of Stock  that may be  delivered  upon the  exercise  of  options
     granted  under the Plan shall be 100,000.  If any option  granted under the
     Plan terminates without having been exercised in full, the number of shares
     of Stock as to which such option was not  exercised  shall be available for
     future grants within the limits set forth in this Section 5(a).

         (b)      Shares to be Delivered.
    
          Shares delivered under the Plan shall be authorized but unissued Stock
     or, if the Committee so decides in its sole discretion,  previously  issued
     Stock acquired by the Company and held in treasury. No fractional shares of
     Stock shall be delivered under the Plan.

         6.       Eligibility for Options.

          Employees of the Company  eligible to receive  options  under the Plan
     shall be those  employees  who, in the opinion of the  Committee,  are in a
     position to make a significant  contribution to the success of the Company.
     Receipt of  options  under the Plan or of awards  under any other  employee
     benefit plan of the Company shall not preclude an employee  from  receiving
     options or additional options under the Plan.

         7.       Terms and Conditions of the Options.

          (a) Special Rule for Incentive Options. Consistent with Section 422 of
     the Code and any regulations,  notices or other official  pronouncements of
     general  applicability,  to the  extent the  aggregate  fair  market  value
     (determined  in  accordance  with Section 7(b) as of the time the option is
     granted) of the shares of Stock with respect to which incentive options are
     exercisable  for the first time by the optionee  during any  calendar  year
     (under all plans of his employer  corporation and its parent and subsidiary
     corporations)  exceeds  $100,000,  such  options  shall not be  treated  as
     incentive  options.  Nothing in this  special  rule shall be  construed  as
     limiting the exercisability of any option,  unless the Committee  expressly
     provides for such a limitation at time of grant.

          (b)  Exercise  Price.  The  exercise  price  of each  option  shall be
     determined by the Committee, subject to the following (i) in the case of an
     incentive  option,  the exercise price per share of stock shall not be less
     than 100% (110% for a stock option  granted to a greater  than  ten-percent
     shareholder)  of the fair  market  value per share of Stock at the time the
     option is granted and (ii) in the case of all options,  the exercise  price
     per share of Stock  shall not be less than the par value per share  (unless
     the Stock  subject  to the  option is  treasury  stock).  A  "greater  than
     ten-percent  shareholder"  shall mean for purposes of the Plan any employee
     who at the time of grant  owns  directly,  or is deemed to own by reason of
     the  attribution  rules set  forth in  Section  424(d)  of the Code,  stock
     possessing  more than 10% of the total combined voting power of all classes
     of stock of the  Company.  The fair market  value of a share of Stock as of
     any date shall be  determined  for purposes of the Plan as follows:  (i) if
     the Stock is listed on a securities  exchange or quoted throughthe National
     Association of Securities Dealers Automatic  Quotation  ("NASDAQ") National
     Market System,  the fair market value shall equal the mean between the high
     and low sales prices on such exchange or through such market system, as the
     case may be, on such day or in the absence of  reported  sales on such day,
     the mean  between the  reported  bid and asked  prices on such  exchange or
     through such market  system,  as the case may be, on such day,  (ii) if the
     Stock is not listed or quoted as described in the  preceding  clause but is
     quoted through  NASDAQ (but not through the National  Market  System),  the
     fair market value shall equal the mean  between the bid and offered  prices
     as quoted by the National  Association of Securities Dealers through NASDAQ
     for such day and (iii) if the Stock is not listed or quoted on a securities
     exchange or through NASDAQ,  then the fair market value shall be determined
     by such other  method as the  Committee  determines  to be  reasonable  and
     consistent  with  applicable  requirements  of the Code and the regulations
     issued thereunder applicable to incentive options; provided,  however, that
     if  pursuant to clause (i) or (ii) fair  market  value is to be  determined
     based upon the mean of bid and asked  prices and the  Committee  determines
     that such mean does not  properly  reflect  fair  market  value,  then fair
     market  value shall be  determined  by the  Committee as provided in clause
     (iii).

          (c) Duration of Options.  An option,  shall be exercisable during such
     period or periods as the Committee may specify. The latest date on which an
     option may be  exercised  (the "Final  Exercise  Date") shall be five years
     from  the  date the  option  is  granted,  or such  earlier  date as may be
     specified by the Committee at the time the option is granted.

         (d)      Exercise of Options.

         (1)      At the time of the grant of an option, the committee
                  shall specify whether the option shall be exercisable
                  in full at any time prior to the Final Exercise Date or
                  in installments (which may be cumulative or
                  noncumulative).  In the case of an option not
                  immediately exercisable in full, the Committee may at
                  any time accelerate the time at which all or any part
                  of the option may be exercised.

         (2)      The award forms or other instruments evidencing
                  incentive option shall contain such provisions relating
                  to exercise and other matter as are required of
                  incentive options under the applicable provisions of
                  the Code and the regulations thereunder, as from time
                  to time in effect.

         (3)      Any exercise of an option shall be in writing, signed
                  by the proper person and delivered or mailed to the
                  Company, accompanied by (a) the option certificate and
                  any other documents required by the Committee and (b)
                  payment in full for the number of shares for which the
                  option is exercised.

         (4)      In the case of an option that is not an incentive
                  option, the Committee shall have the right to require
                  that the individual exercising the option remit to the
                  Company an amount sufficient to satisfy any federal,
                  state, or local withholding tax requirements (or make
                  other arrangements satisfactory to the Company with
                  regard to such taxes) prior to the delivery of any
                  Stock pursuant to the exercise of the option.  In the
                  case of an incentive option, if at the time the option
                  is exercised the Committee determines that under
                  applicable law and regulations the Company could be
                  liable for the withholding of any federal, state or
                  local tax with respect to a disposition of the Stock
                  received upon exercise, the Committee may require as a
                  condition of exercise that the individual exercising
                  the option agree (i) to inform the Company promptly of
                  any disposition (within the meaning of Section 424(c)
                  of the Code and the regulations thereunder) of Stock
                  received upon exercise, and (ii) to give such security
                  as the Committee deems adequate to meet the potential
                  liability of the Company for the withholding of tax,
                  and to augment such security from time to time in any
                  amount reasonably deemed necessary by the Committee to
                  preserve the adequacy of such security.

         (5)      If an option is exercised by the executor or
                  administrator of a deceased employee, or by the person
                  or persons to whom the option has been transferred by
                  the employee's will or the applicable laws of descent
                  and distribution, the Company shall be under no
                  obligation to deliver Stock pursuant to such exercise
                  until the Company is satisfied as to the authority of
                  the person or persons exercising the option.

         (e)      Termination of Employment.

          An employee's  options shall not terminate upon the termination of his
     employment with the Company,  except where the termination is for cause, in
     which case the  unexercised  portion of vested options shall continue to be
     exercisable  for six months  after such  termination.  Notwithstanding  the
     foregoing,  the  Committee in its  discretion  in any  particular  case may
     provide that upon termination of an employee's employment with the Company,
     the unexercised portion of his options shall continue to be exercisable for
     a period of 12 months following vesting thereof.

         (f)      Payment for Stock.

          Stock  purchased  under the Plan shall be paid for as follows:  (i) in
     cash or by certified check,  bank draft or money order payable to the order
     of the Company or (ii) if so permitted by the Committee (not later than the
     time of  grant,  in the  case of an  incentive  option),  (A)  through  the
     delivery of shares of Stock  (including  shares  acquired  under the option
     then being exercised) having a fair market value (determined as provided in
     Section 7(b)) on the date of exercise equal to the purchase price or (B) by
     a  combination  of cash and Stock as  provided  in clauses  (i) and (ii)(A)
     above or (C) by delivery of a promissory  note of the option  holder to the
     Company,  such note to be payable in the case of an  incentive  option,  on
     such terms as are specified in the option (except that, in lieu of a stated
     rate of interest, an incentive option may provide that the rate of interest
     on the note  will be such  rate as is  sufficient,  at the time the note is
     given, to avoid the imputation of interest under the applicable  provisions
     of the  Code),  or by a  combination  of cash (or cash and  Stock)  and the
     option holder's promissory note; provided, that if the Stock delivered upon
     exercise of the option is an original issue of authorized  Stock,  at least
     so much of the  exercise  price as  represents  the par value of such Stock
     shall be paid in cash or by a combination of cash and Stock.

         (g)      Delivery of Stock.

          An option  holder  shall not have the  rights  of a  shareholder  with
     regard to awards under the Plan except as to Stock actually received by him
     under the Plan. The Company shall not be obligated to deliver any shares of
     Stock (a) until,  in the opinion of the Company's  counsel,  all applicable
     federal and state laws and regulations  have been complied with, and (b) if
     the outstanding  Stock is at the time listed on any stock  exchange,  until
     the shares to be delivered  have been listed or  authorized to be listed on
     such  exchange upon  official  notice of issuance,  and (c) until all other
     legal matters in  connection  with the issuance and delivery of such shares
     have been approved by the Company's  counsel.  If the sale of Stock has not
     been registered  under the Securities Act of 1933, as amended,  the Company
     may require, as a condition to exercise of the option, such representations
     or agreements as counsel for the Company may consider  appropriate to avoid
     violation of such Act and may require that the certificates evidencing such
     Stock bear an appropriate legend restricting transfer.

         (h)      Nontransferability of Options.

          No  option  may be  transferred  other  than by will or by the laws of
     descent and  distribution,  and during the lifetime of the employee to whom
     granted may be exercised only by him.

          (i)  Restrictions  on Stock.  The Committee may provide that shares of
     Stock  purchased  through the exercise of options under the Plan be subject
     to such restrictions on resale,  including restrictions requiring resale to
     the Company at or below fair market value, or such other  restrictions,  as
     the Committee in its sole discretion shall  determine,  and shall take such
     steps as it deems necessary or appropriate to carry out the purposes of any
     such restriction.

         8.       Mergers, Recapitalizations, etc.

          (a) In the event of a consolidation  or merger in which the Company is
     not the  surviving  corporation  or in the  event of any  transaction  that
     results  in  the  acquisition  of   substantially   all  of  the  Company's
     outstanding  Stock by a single  person or  entity or by a group of  persons
     and/or entities acting in concert,  or in the event of the sale or transfer
     of  substantially  all of the  Company's  assets (all the  foregoing  being
     referred  to as  "Acquisition  Events"),  then  the  Committee  may  in its
     discretion  terminate  all  outstanding  options  by  delivering  notice of
     termination  to each option holder;  provided,  however,  that,  during the
     20-day  period  following the date on which such notice of  termination  is
     delivered,  each option holder shall have the right to exercise in full all
     of his options that are then outstanding  (without regard to limitations on
     exercise  otherwise  contained in the  options).  If an  Acquisition  Event
     occurs  and the  Committee  does  not  terminate  the  outstanding  options
     pursuant to the  preceding  sentence,  then the  provisions of Section 8(b)
     shall apply.

          (b) In the event of a stock  dividend,  stock split or  combination of
     shares,  recapitalization  or other change in the Company's  capital stock,
     the number and kind of shares of stock of securities of the Company subject
     to options then  outstanding  or  subsequently  granted under the Plan, the
     maximum  number of shares or  securities  that may be  delivered  under the
     Plan,  the  exercise  price,   and  other  relevant   provisions  shall  be
     appropriately adjusted by the Committee.  The Committee may also adjust the
     number of shares  subject to  outstanding  options,  the exercise  price of
     outstanding  options  and the  terms of  outstanding  options  to take into
     consideration any other event (including,  without  limitation,  accounting
     changes) if the Committee determines that such adjustment is appropriate to
     avoid  distortion  in the  operation of the Plan.  All  determinations  and
     adjustments  made by the  Committee  pursuant to this Section 8(b) shall be
     binding on all persons.

          (c) The Committee may grant options under the Plan in substitution for
     options held by employees of another  corporation who  concurrently  become
     employees of the Company or a subsidiary  of the Company as the result of a
     merger or consolidation of the employing  corporation with the Company or a
     subsidiary  of the  Company,  or as the  result of the  acquisition  by the
     Company of property or stock of the employing corporation.  The Company may
     direct that  substitute  awards be granted on such terms and  conditions as
     the Committee considers appropriate in the circumstances.

         9.       Limitation on Rights.

     Neither the adoption of the Plan nor the grant of options shall confer upon
any employee any right to continued employment with the Company or affect in any
way the right of the Company to terminate  the  employment of an employee at any
time.  Except as specifically  provided by the Committee in any particular case,
the loss of  existing or  potential  profit in options  granted  under this Plan
shall not  constitute an element of damages in the event of  termination  of the
employment  of an  employee  even  if  the  termination  is in  violation  of an
obligation of the Company to the employee by contract or otherwise.

          10. Effect, Discontinuance, Cancellation, Amendment and Termination.

          (a)  Neither  adoption  of the Plan nor the  grant  of  options  to an
     employee shall affect the Company's right to grant to such employee options
     that are not subject to the Plan,  to issue to such  employee's  Stock as a
     bonus or  otherwise,  or to adopt other plans or  arrangements  under which
     Stock may be issued to employees.

          (b) The Committee may at any time  discontinue  granting options under
     the Plan. With the consent of the option holder,  the Board may at any time
     cancel an existing  option in whole or in part and grant the option  holder
     another  option for such number of shares as the Committee  specifies.  The
     Committee may at any time or times amend the Plan or any outstanding option
     for the purpose of satisfying the  requirements  of Section 422 of the Code
     or of any  changes  in  applicable  laws or  regulations  or for any  other
     purpose which may at the time be permitted by law, or at any time terminate
     the Plan as to any further grants of options,  provided that (except to the
     extent  expressly  required or permitted  above) no such  amendment  shall,
     without the approval of the  shareholders of the Company,  (a) increase the
     maximum number of shares  available under the Plan, (b) change the group of
     employees  eligible to receive options under the Plan, (c) reduce the price
     at which incentive options may be granted, (d) extend the time within which
     options  may be  granted,  (e) alter the Plan in such a way that  incentive
     options already granted  hereunder would not be considered  incentive stock
     options under Section 422 of the Code, or (f) amend the  provisions of this
     Section 8, and no such amendment shall  adversely  affect the rights of any
     option holder (without his consent) under any option previously granted.
Exhibit 4.2

                       CONTINENTAL WASTE INDUSTRIES, INC.

                         1995 EMPLOYEE STOCK OPTION PLAN

                              FOR OUTSIDE DIRECTORS
CONTINENTAL WASTE INDUSTRIES, INC.
                  1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

1.       Purpose

          The  purpose of the  Continental  Waste  Industries,  Inc.  1995 Stock
     Option Plan for Outside  Directors (the "Plan") is to promote the interests
     of Continental Waste Industries,  Inc. (the "Company") and its stockholders
     by increasing the proprietary and vested interest of non-employee directors
     in the growth and  performance  of the Company by granting  such  directors
     options to purchase  shares of the Common Stock,  par value $.001 per share
     (the "Shares"), of the Company.

2.       Administration

          The Plan shall be  administered  by the  Company's  Board of Directors
     (the  "Board").  Subject to the  provisions of the Plan, the Board shall be
     authorized  to interpret the Plan,  to  establish,  amend,  and rescind any
     rules  and  regulations  relating  to  the  Plan  and  to  make  all  other
     determinations  necessary or advisable for the  administration of the Plan;
     provided,  however, that the Board shall have no discretion with respect to
     the selection of outside directors to receive options, the number of Shares
     subject to any such options, the purchase price thereunder or the timing of
     grants of options under the Plan.  The  determinations  of the Board in the
     administration  of the  Plan,  as  described  herein,  shall be  final  and
     conclusive.  The  Secretary of the Company shall be authorized to implement
     the Plan in  accordance  with  its  terms  and to take  such  actions  of a
     ministerial  nature as shall be  necessary  to  effectuate  the  intent and
     purposes thereof. The validity, construction and effect of the Plan and any
     rules  and  regulations  relating  to  the  Plan  shall  be  determined  in
     accordance with the laws of the State of Delaware.

3.       Eligibility

          The class of  individuals  eligible to receive grants of options under
     the Plan shall be  directors  of the Company who are not  employees  of the
     Company or its affiliates ("Eligible  Directors").  Any holder of an option
     granted hereunder shall hereinafter be referred to as a "Participant".

4.       Shares Subject to the Plan

          Subject to  adjustment  as  provided  in Section  6, an  aggregate  of
     100,000 Shares shall be available for issuance upon the exercise of options
     granted under the Plan. The Shares deliverable upon the exercise of options
     may be made  available  from  authorized  but  unissued  Shares or treasury
     Shares.  If any option  granted under the Plan shall be cancelled by mutual
     consent or terminated  for any reason without  having been  exercised,  the
     Shares subject to, but not delivered under,  such option shall be available
     for other  options.  If any  option  granted  under  the Plan is  exercised
     through the delivery of Shares, the number of Shares available for issuance
     upon the  exercise of options  shall be  increased  by the number of Shares
     surrendered, to the extent permissible under Rule 16b-3.

5.       Grant, Terms and Conditions of Options

          (a) Initial Options.  Upon approval of the Plan by the stockholders of
     the Company, each Eligible Director will automatically be granted an option
     hereunder to purchase 5,000 Shares.

          (b) New Director Options. Upon first election to the Board, each newly
     elected  Eligible  Director  will be  granted an option to  purchase  5,000
     shares.

          (c) Annual  Options.  On the third  business day following the date of
     each Annual Meeting of  Stockholders  of the Company,  commencing  with the
     first annual meeting following  December 31, 1995, each Eligible  Director,
     other than an Eligible  Director  first  elected to the Board within the 12
     months immediately  preceding such meeting,  will automatically and without
     any  further  action by the Board be  granted an option to  purchase  5,000
     Shares.  If the number of Shares then remaining  available for the grant of
     options under the Plan is not sufficient  for each Eligible  Director to be
     granted  an option  for 5,000  Shares  (or the  number of  adjusted  Shares
     pursuant  to Section 6), then each  Eligible  Director  shall be granted an
     option  for a number of whole  Shares  equal to the  number of Shares  then
     remaining   available   divided  by  the  number  of  Eligible   Directors,
     disregarding any fractional Shares.

          (d)  Elective  Options.  Beginning  with the 1996  annual  term,  each
     Eligible Director may make an election to receive all or any portion of his
     or her annual  retainer for the current  year in the form of stock  options
     (the  "Elective  Option").  An  election  must  specify  the  amount of the
     retainer  to be  paid  in the  form  of an  Elective  Option,  and  must be
     delivered to the Company not less than 15 days prior to the due date of any
     portion  of his or her  annual  retainer,  as to the  portion of the annual
     retainer then due. Each such election, once made, shall be irrevocable. The
     Elective  Option will be granted  automatically  on the first  business day
     occurring  one month  after the last day on which the  election  could have
     been  made.  If a  Director  ceases  to be a  Director  after  the date the
     election  is due but prior to the date upon  which the  Elective  Option is
     granted, the Elective Option to such individual will not be granted and any
     retainer will be paid in cash. The number of Shares  issuable upon exercise
     of each  Elective  Option  shall  be equal to the  amount  of the  Eligible
     Director's  annual  retainer  to be  received  in the form of the  Elective
     Option divided by the Fair Market Value  (defined  herein) per Share on the
     date of grant.

          (e) Options  Nonstatutory.  The options  granted will be  nonstatutory
     stock  options  not  intended  to qualify  under  Section 422 or 423 of the
     Internal  Revenue Code of 1986,  as amended (the "Code") and shall have the
     following terms and conditions:

               (i) Price.  The  purchase  price per Share  deliverable  upon the
          exercise  of each option  shall be 100% of the Fair  Market  Value per
          Share on the date the option is  granted.  For  purposes of this Plan,
          Fair  Market  Value shall be the average of the highest and lowest per
          Share sales prices on the NASDAQ  National  Market System for the five
          (5)  trading  days  immediately  preceding  the date of grant,  or the
          particular  date in  question,  as the  case may be,  in each  case as
          reported by NASDAQ.

               (ii) Payment.  Options may be exercised  only upon payment of the
          purchase price thereof in full. Such payment shall be made in cash or,
          unless  otherwise  determined by the Board,  in Shares  (provided that
          such Shares have not been held for less than six months),  which shall
          have a Fair Market Value  (determined in accordance  with the rules of
          paragraph (i) above) at least equal to the aggregate exercise price of
          the Shares being purchased, or a combination of cash and Shares.

               (ii)  Exercisability  and  Term  of  Options.  Options  shall  be
          exercisable,  in whole or in part,  at all  times  during  the  period
          beginning  on the  first  anniversary  of the date of grant  until the
          earliest  of (x)  ten  years  from  the  date  of  grant,  or (y)  the
          expiration of the one year period provided in paragraph (iv) below.

               (iv)   Termination  of  Service  as  Eligible   Director.   If  a
          Participant  who  remains a  director  shall no longer  qualify  as an
          Eligible   Director  as  herein  defined,   all  outstanding   options
          previously granted to that individual shall be exercisable in whole or
          in part  for a period  of one year  from  the  date  upon  which  such
          Participant  ceases to be an Eligible  Director,  provided  that in no
          event shall the options be exercisable  beyond the period provided for
          in paragraph (iii) above.

               (v)  Nontransferability  of Options.  No option may be  assigned,
          alienated,   pledged,  attached,  sold  or  otherwise  transferred  or
          encumbered  by a  Participant  otherwise  than by will or the  laws of
          descent and  distribution,  and during the lifetime of the Participant
          to  whom  an  option  is  granted  it may  be  exercised  only  by the
          Participant or by the Participant's guardian or legal representative.

               (vi)  Listing and  Registration.  Each option shall be subject to
          the requirement that if at any time the Board shall determine,  in its
          discretion,  the listing,  registration,  qualification  of the Shares
          subject to option upon any  securities  exchange or under any state or
          federal law, or the consent or approval of any governmental regulatory
          body is necessary  or  desirable  as a condition  of or in  connection
          with,  the  granting of such option or the issue or purchase of Shares
          thereunder, no such option may be exercised in whole or in part unless
          such listing, registration,  qualification,  consent or approval shall
          have been effected or obtained free of any condition not acceptable to
          the Board.

               (vii) Option  Agreement.  Each option granted  hereunder shall be
          evidenced by an  agreement  with the Company  which shall  contain the
          terms  and  provisions  set  forth  herein  and  shall   otherwise  be
          consistent with the provisions of the Plan.

6.       Adjustment of and Changes in Shares

     If a dividend or other  distribution  shall be declared  upon the Shares of
the Company payable in Shares,  the number of Shares set forth in Section 5, the
number of Shares then subject to any  outstanding  stock  options under the Plan
and the  number  of Shares  which may be issued  under the Plan but are not then
subject to  outstanding  stock  options on the date  fixed for  determining  the
stockholders  entitled to receive such stock dividend or  distribution  shall be
adjusted  by  adding  thereto  the  number  of  Shares  which  would  have  been
distributable thereon if such Shares had been outstanding on such date.

     If  the  outstanding  Shares  of the  Company  shall  be  changed  into  or
exchangeable  for a  different  number  or kind of  shares  of  stock  or  other
securities   of  the   Company   or   another   corporation,   whether   through
reorganization, reclassification,  recapitalization, stock split-up, combination
of shares,  merger or  consolidation,  then there shall be substituted  for each
Share set forth in  Section 5, for each  Share  subject to any then  outstanding
stock  option  pursuant to the Plan and for each Share which may be issued under
the Plan but which is not then  subject to any  outstanding  stock  option,  the
number  and  kind of  shares  of  stock  or other  securities  into  which  each
outstanding  Share  shall be so changed  or for which  each such Share  shall be
exchangeable.

     In case of any adjustment or  substitution as provided for in the first two
paragraphs of this Section 6, the aggregate  option price for all Shares subject
to each then  outstanding  stock option prior to such adjustment or substitution
shall be the aggregate  option price for all shares of stock or other securities
(including  any fraction) to which such Shares shall have been adjusted or which
shall have been substituted for such shares.

     No adjustment or substitution  provided for in this Section 6 shall require
the  Company  to  issue  or  sell a  fraction  of a  share  or  other  security.
Accordingly,  all fractional  shares or other  securities  which result from any
adjustment or  substitution  shall be eliminated and not carried  forward to any
subsequent adjustment or substitution.

     Except as  provided  in this  Section 6, a grantee  shall have no rights by
reason  of any  issue  by the  Company  of  stock  of any  class  or  securities
convertible  into stock of any class, any subdivision or consolidation of shares
of stock of any class,  the payment of any stock  dividend or any other increase
or decrease in the number of shares of stock of any class.

7.       No Rights of Stockholders

     Neither a Participant nor a Participant's legal representative shall be, or
have any of the  rights  and  privileges  of, a  stockholder  of the  Company in
respect of any Shares  purchasable upon the exercise of any option,  in whole or
in part,  unless and until  certificates for such Shares shall have been validly
issued.

8.       Change in Control

     Upon a change in Control,  all option rights that would become  exercisable
through the Company's next annual  stockholders'  meeting  following a Change in
Control will become  immediately  exercisable in full. If any event or series of
events constituting a Change in Control is abandoned, the effect thereof will be
null and the  exercisability of option rights will be governed by the provisions
of the Plan  described  above.  For  purposes of the Plan, a "Change in Control"
shall mean the occurrence of any of the following  events:  (i) execution by the
Company of an agreement for the merger,  consolidation or reorganization into or
with another corporation or other person, unless as a result of such transaction
not less than a majority of the combined  voting  power of the  then-outstanding
securities of such corporation or person  immediately after such transaction are
held in the aggregate by the holders of securities entitled to vote generally in
the election of directors of the Company ("Voting Securities") immediately prior
to such transaction;  (ii) execution by the Company of an agreement for the sale
or  other  transfer  of  all or  substantially  all of  its  assets  to  another
corporation or person,  unless as a result of such  transaction  not less than a
majority of the combined  voting power of the then-  outstanding  securities  of
such  corporation or person  immediately  after such  transaction is held in the
aggregate by the holders of Voting  Securities of the Company  immediately prior
to such  transaction;  or (iii) the Company adopts a plan for the liquidation or
dissolution  of the Company  other than pursuant to a merger,  consolidation  or
reorganization  which would not constitute a Change in Control,  as described in
clause (i) above.

     Notwithstanding the foregoing, to the extent necessary for an option right,
its exercise or the sale of the Common Stock  acquired  thereunder  to be exempt
from  Section  16(b)  of the  Exchange  Act,  except  in the  case of  death  or
disability,  an  optionee  will not be entitled  to  exercise  any option  right
granted  within six months prior to the  occurrence of a Change in Control until
six months after the grant of such option right or until at least six months has
elapsed  from the grant of such option  right until the sale of the Common Stock
acquired upon its exercise.

9.       Plan Amendments

     The Plan may be  amended by the Board,  as it shall  deem  advisable  or to
conform to any change in any law or  regulation  applicable  thereto;  provided,
that the Board may not, without the  authorization  and approval of stockholders
of the  Company;  (i)  increase  the  number  of Shares  which may be  purchased
pursuant to options hereunder,  either individually or in the aggregate,  except
as  permitted  by Section 6, (ii) change the  requirement  of Section  5(d) that
option grants be priced at Fair Market Value,  except as permitted by Section 6,
(iii) modify in any respect the class of  individuals  who  constitute  Eligible
Directors or (iv)  materially  increase the  benefits  accruing to  Participants
hereunder.  The  provisions of Sections 3 and/or 5 may not be amended more often
than once every six months,  other than to comport with changes in the Code, the
Employee  Retirement  Income  Security Act ("ERISA"),  or the rules under either
such statute.

10.      Effective Date and Duration of Plan

     The  Plan  shall  become  effective  on the  day of  the  Company's  Annual
Stockholders  Meeting at which the Plan is  approved by  Stockholders.  The Plan
shall terminate on December 31, 2004,  unless the Plan is extended or terminated
at an earlier date by  Stockholders or is terminated by exhaustion of the Shares
available for issuance hereunder.

11.      Securities Law Matters

     As a  condition  of  receiving  Option  Rights the  Company  may require an
optionee to give written  assurances  that the optionee is acquiring  the Common
Stock subject to the Option Right for  investment  and with no present intent to
sell or  distribute  such Common  Stock and covering  any other  matters  deemed
necessary  or  appropriate  by the  Company  to  comply  with  federal  or state
securities laws. No Option Right may be accepted or exercised until any required
governmental  registration,  qualification,  consent or  approval is obtained as
specified in the Plan.

     It is the intent of the Company  that the Plan shall comply in all respects
with  applicable  provisions of Rule 16b-3 under the Securities  Exchange Act of
1934 ("Exchange  Act"), so that any grant of options to or other  transaction by
an optionee who is subject to the reporting requirements of Section 16(a) of the
Exchange Act shall not result in  short-swing  profits  liability  under Section
16(b) (except for any transaction  exempted under alternative Exchange Act rules
or intended by such optionee to be a non-exempt  transaction).  Accordingly,  if
any  provision  of this Plan or any  agreement  relating  to an option  does not
comply  with such  requirements  of Rule  16b-3 as then  applicable  to any such
transaction  so that  such  an  optionee  would  be  subject  to  Section  16(b)
liability,  such  provision  shall be construed or deemed  amended to the extent
necessary to conform to such  requirements,  and the optionee shall be deemed to
have consented to such construction or amendment.

12.      ERISA

     The Plan is not  subject  to any  provision  of ERISA and is not  qualified
under  Section  401(a) of the Code,  relating to pension plans and certain other
deferred compensation plans.
EXHIBIT 4.3

                FORM OF GRANT OF EMPLOYEE STOCK OPTION AGREEMENT
EXHIBIT 4.3

                FORM OF GRANT OF EMPLOYEE STOCK OPTION AGREEMENT

     In  consideration  and  appreciation  for your valued  service and for your
continued dedication to the growth of the Company, the Board of Directors hereby
grants  you an  Option  to  purchase  the  Common  Stock  of  Continental  Waste
Industries, Inc. within the guidelines and conditions set forth below:

     Name:                  _________________________

     Number of Shares
     of Common Stock:       ________ Shares

     Date of Option Grant:  ________________

     Price Per Share:      $_____

     Vesting Period:       ___% per monthly anniversary of Grant.
                           Fully vested on three-year anniversary
                           of Grant.

     Time of Exercise
     of Options:          Anytime after portion has vested.

     Term of Option:      5 years from date of Grant.

                          /s/ Carlos E. Aguero
                              Carlos E. Aguero, President
EXHIBIT 4.4

              FORM OF ADJUSTMENT OF EMPLOYEE STOCK OPTION AGREEMENT
EXHIBIT 4.4
 
     FORM OF ADJUSTMENT OF EMPLOYEE STOCK OPTION AGREEMENT

     Continental Waste Industries, Inc. ("CWI"), through its Board of Directors,
had  previously  granted you certain  options (the  "Options") to purchase a set
number  of  shares  of the  Common  Stock of CWI.  That  grant  was  subject  to
adjustment  in the  event  of a  stock-split.  As you  know,  CWI  has  recently
completed a 5- for-3 split of its common stock.

     Since  your  Optons  were  granted  to reward  past  (rather  than  future)
performance,  the Board has determined  that the number of shares for which your
Options may be  exercised  shall be  proportionately  increased,  and the option
price (the  amount you pay to exercise  each  Option)  shall be  proportionately
decreased.  This is due in order to maintain  the  relative  number and value of
your options following the split.

     The following  table  addresses all of your current (i.e.,  unexercised and
unexpired) Options, as adjusted:

     Name:                        _________________________

     Number of Options
     Before Split:                ________ Shares

     Number of Options
     as Adjusted for Split:       ________ Shares

     Initial Issue Date:          ________

     Date of Expiration:          ________

     Exercise Price Before Split: $______

     Exercise Price
     as Adjusted for Split:       $______

     Vesting Description:         Immediate

     THIS CERTIFICATE SUPERSEDES AND REPLACES ANY AND ALL OPTION
CERTIFICATES ISSUED TO YOU ON THE INITIAL ISSUE DATE NOTED ABOVE.

                                 /s/ Thomas A. Volini
                                 Thomas A. Volini, Chairman, Board of Directors
EXHIBIT 5

                    OPINION OF SHEFSKY FROELICH & DEVINE LTD.
[Letterhead of SHEFSKY FROELICH & DEVINE LTD.]

April 2, 1996

Continental Waste Industries, Inc.
67 Walnut Avenue, Suite 103
Clark, NJ 07066

     Re:   Continental Waste Industries, Inc.
           Registration Statement on Form S-8

Ladies and Gentlemen:

     We  have  acted  as  special   securities   counsel  to  Continental  Waste
Industries, Inc., a Delaware corporation (the "Company"), in connection with the
preparation  and  filing  of  the  registration   statement  on  Form  S-8  (the
"Registration  Statement"),  with the  Securities and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended  (the  "Act") and
relating to the  registration  of 978,916 shares of the Company's  common stock,
par  value  $0.0006  (the  "Shares").  All of the  Shares  will be issued by the
Company  upon the exercise of options  granted by the Company  under either the:
(i) Company's 1995 Employee Stock Option Plan (the  "Employee  Plan");  (ii) the
1995 Stock Option Plan for Outside  Directors (the "Outside  Director Plan"); or
(iii)  pursuant to the  exercise of options  granted by the Company  pursuant to
written  agreements  between  the Company and  various  officers  and  employees
(present and former) of the Company.

     For purposes of this opinion,  we have reviewed the Registration  Statement
and have examined the originals or copies  certified or otherwise  identified to
our satisfaction of: (i) the Company's Certificate of Incorporation,  as amended
to date; (ii) the By-laws of the Company,  as amended to date;  (iii) records of
the corporate  proceedings of the Company as we deemed  necessary or appropriate
as a basis for the opinions set forth  herein;  and (iv) those matters of law as
we have deemed  necessary or  appropriate  as a basis for the opinions set forth
herein.  We have  not  made  any  independent  review  or  investigation  of the
organization,  existence,  good  standing,  assets,  business  or affairs of the
Company,  or of any other  matters.  In rendering  our opinion,  we have assumed
without  inquiry the legal capacity of all natural  persons,  the genuineness of
all signatures,  the authenticity of all documents submitted to us as originals,
the  conformity  to  original  documents  of all  documents  submitted  to us as
certified or photostatic  copies and the  authenticity of the originals of these
documents submitted to us as copies.

     We have not undertaken any  independent  investigation  to determine  facts
bearing on this  opinion,  and no inference  as to the best of our  knowledge of
facts  based  on  an  independent   investigation  should  be  drawn  from  this
representation.  Further, our opinions, as hereinafter expressed, are subject to
the following  exceptions,  limitations  and  qualifications:  (i) the effect of
bankruptcy,  insolvency,  fraudulent  conveyance,  reorganization,  arrangement,
moratorium  or other  similar  laws no or  hereafter  in effect  relating  to or
affecting the rights and remedies of  creditors;  and (ii) the effect of general
principles of equity whether enforcement is considered in a proceeding in equity
or at law and the discretion of the court before which any proceeding  therefore
may be brought.

     We are admitted to the  practice of law only in the State of Illinois  and,
accordingly,  we do  no  purport  to  be  experts  on  the  laws  of  any  other
jurisdiction nor do we express an opinion as to the laws of jurisdictions  other
than the laws of the State of Illinois  and the General  Corporation  Law of the
State of Delaware, as currently in effect.

     On the basis of, and in reliance upon,  the  foregoing,  and subject to the
qualifications  contained  herein,  we are of the  opinion  that the Shares when
issued in accordance  with the Employee Plan,  the Outside  Director Plan or the
individual  employee  agreements  as the case may be,  will be  validly  issued,
fully-paid and nonassessable.

     We  hereby  consent  to your  filing  this  opinion  as an  exhibit  to the
Registration  Statement  and to the  reference to our firm  contained  under the
heading "Legal Matters."

     This  opinion is  rendered  only to you and is solely  for your  benefit in
connection with the transactions  covered hereby. This opinion may not be relied
upon by you for any other purpose or furnished,  or quoted to, or relied upon by
any other person,  firm or corporation for any purpose without our prior express
written consent. Respectfully submitted,

                          /s/ SHEFSKY FROELICH & DEVINE LTD.
                          SHEFSKY FROELICH & DEVINE LTD.