Registration  No. 333-

      As filed with the Securities and Exchange Commission on June 29, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          ALLIED WASTE INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)


               Delaware                               88-0228636
 (State or Other Jurisdiction of        (I.R.S. Employer Identification Number)
  Incorporation or Organization)


                   15880 North Greenway/Hayden Loop, Suite 100
                            Scottsdale, Arizona 85260
                                 (602) 423-2946
                        (Address, including zip code, and
                           telephone number, including
                           area code, of registrant's
                               principal executive
                                    offices)

             ALLIED WASTE INDUSTRIES, INC. 1994 AMENDED AND RESTATED
                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full Title of Plan)

                                Henry L. Hirvela
                          Allied Waste Industries, Inc.
                   15880 North Greenway/Hayden Loop, Suite 100
                            Scottsdale, Arizona 85260
                                 (602) 423-2946

(Name, address, including zip code, and telephone number, including area code,
                              of agent for service)


                                 With copies to:
                                  Peter Golden
                    Fried, Frank, Harris, Shriver & Jacobson
                               One New York Plaza
                            New York, New York 10004
                                 (212) 859-8000
<TABLE>
<CAPTION>


                                          CALCULATION OF REGISTRATION FEE
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
                                                        Proposed Maximum             Proposed
         Title of                  Amount to                Offering             Maximum Aggregate            Amount of
     Securities to be          be registered (1)       Price Per Share (2)      Offering Price (2)      Registration Fee (2)
        Registered
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<S>                                 <C>                     <C>                     <C>                        <C>
 Common Stock, par value            400,000                 $19.09375               $7,637,500                 $2,253
      $.01 per share
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------

<FN>


(1)  Pursuant to Rule 416(a),  also  registered  hereunder  is an  indeterminate
     number of shares of Common Stock issuable as a result of the  anti-dilution
     provisions of the Plan.

(2)  Pursuant to Rule 457(c), the registration fee is calculated on the basis of
     the high and low  prices  per share of Common  Stock,  as  reported  by the
     Nasdaq Stock Market, Inc. on June 22, 1999. Pursuant to General Instruction
     E. to Form S-8, the registration fee is calculated only with respect to the
     additional securities registered under the Plan.
</FN>
</TABLE>



<PAGE>





PART I            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information  specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to  employees  as  specified in Rule
428(b)(l) and, in accordance with the instructions to Part I, are not filed with
the  Securities  and  Exchange  Commission  (the  "Commission")  as part of this
Registration Statement.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         This registration  statement registers additional securities related to
the Allied  Waste  Industries,  Inc.  1994  Amended  and  Restated  Non-Employee
Director  Stock  Option Plan of the same class as other  securities  for which a
registration  statement on Form S-8, no.  33-79664 (the  "Previous  Registration
Statement"),  has been  previously  filed and is effective.  Pursuant to General
Instruction E of Form S-8, the contents of the Previous  Registration  Statement
are incorporated herein by reference.




































                                        2


<PAGE>



   ITEM 8.    EXHIBITS

 Exhibit                                    Description

3.1                        Amended  Certificate of Incorporation of the Company.
                           Exhibit 3.1 to the Company's  report on Form 10-K for
                           the  fiscal   year  ended   December   31,   1996  is
                           incorporated herein by reference.

3.2                        Amendment to Amended  Certificate of Incorporation of
                           the Company.  Exhibit 3.4 to the Company's  report on
                           Form 10-Q for the quarter ended September 30, 1998 is
                           incorporated herein by reference.

3.3                        Amended and Restated Bylaws of the Company as of
                           May 13, 1997.  Exhibit 3.2 to the Company's report on
                           Form  10-Q for the  quarter  ended  June 30,  1997 is
                           incorporated herein by reference.

*   5.1                    Opinion of Steven M. Helm

*  23.1                    Consent of Arthur Andersen LLP

*  23.2                    Consent of  Steven M. Helm
                           (included in Exhibit 5.1 opinion)

*  24.1                    Power of Attorney (included in signature page)


* Filed herewith


<PAGE>




                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable ground 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 Scottsdale, State of Arizona, on June 29, 1999.

                               ALLIED WASTE INDUSTRIES, INC.

                               By:    /s/HENRY L. HIRVELA
                                     ----------------------------------
                                         Henry L. Hirvela
                               Vice President - Chief Financial Officer

                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Thomas H. Van Weelden, Henry L.
Hirvela,  Peter S. Hathaway,  and each of them, with full power to act alone, as
attorney and agents for the undersigned,  with full power of  substitution,  for
and in the name, place and stead of the  undersigned,  to sign and file with the
Securities and Exchange  Commission under the Securities Act of 1933 any and all
amendments  and  exhibits  to  this  Registration  Statement  and  any  and  all
applications,  instruments  and other  documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby,  with full power and  authority  to do and  perform any and all acts and
things whatsoever requisite or desirable.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been  signed by the  following  persons  and in the
capacities indicated on June 29, 1999.

          Signature                                 Title
          ---------                                 ------

/s/ THOMAS H. VAN WEELDEN          Chairman of the Board of Directors, President
-------------------------          and Chief Executive Officer
Thomas H. Van Weelden              (Principal Executive Officer)


/s/ HENRY L. HIRVELA               Vice President - Chief Financial Officer
-------------------------          (Principal Financial Officer)
Henry L. Hirvela

/s/ PETER S. HATHAWAY              Vice President-Chief Accounting Officer
-------------------------          (Principal Accounting Officer)
Peter S. Hathaway

/s/ MICHAEL GROSS                  Director
-------------------------
Michael Gross

/s/ DENNIS HENDRIX                 Director
-------------------------
Dennis Hendrix

/s/ DAVID B. KAPLAN                Director
-------------------------
David B. Kaplan

/s/ NOLAN LEHMANN                  Director
-------------------------
Nolan Lehmann

/s/ HOWARD A. LIPSON               Director
-------------------------
Howard A. Lipson

                                   Director
-------------------------
Roger A. Ramsey



<PAGE>



                                   Director
------------------------
Antony P. Ressler

/s/ WARREN B. RUDMAN               Director
------------------------
Warren B. Rudman

/s/ VINCENT TESE                   Director
------------------------
Vincent Tese




<PAGE>





<TABLE>
<CAPTION>



                                  EXHIBIT INDEX

                                                                                       Sequentially
                                                                                         Numbered
Exhibit            Description                                                           Page
--------           -----------
<S>      <C>
3.1      Amended Certificate of Incorporation of the Company. Exhibit 3.1 to the
         Company's  report on Form 10-K for the fiscal year ended  December  31,
         1996 is incorporated herein by reference.

3.2      Amendment  to Amended  Certificate  of  Incorporation  of the  Company.
         Exhibit 3.4 to the Company's  report on Form 10-Q for the quarter ended
         September 30, 1998 is incorporated herein by reference.

3.3      Amended and Restated Bylaws of the Company as of May 13, 1997.  Exhibit
         3.2 to the Company's report on Form 10-Q for the quarter ended June 30,
         1997 is incorporated herein by reference.

*5.1     Opinion of Steven M. Helm

*23.1    Consent of Arthur Andersen LLP

*23.2    Consent of Steven M. Helm
         (included in Exhibit 5.1 opinion)

*24.1     Power of Attorney (included in signature page)


* Filed herewith
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR ALLIED WASTE INDUSTRIES, INC.", "secsgml_size_bytes": 10897}]
{"company-data": {"conformed-name": "ALLIED WASTE INDUSTRIES INC", "cik": "0000848865", "assigned-sic": "4953", "irs-number": "880228636", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81821", "film-number": "99655148"}, "business-address": {"street1": "15880 N. GREENWAY-HAYDEN LOOP", "street2": "SUITE 100", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260", "phone": "1-602-423-2946"}, "mail-address": {"street1": "15880 N. GREENWAY-HAYDEN LOOP", "street2": "SUITE 100", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260"}}
Registration  No. 333-

      As filed with the Securities and Exchange Commission on June 29, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          ALLIED WASTE INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

               Delaware                               88-0228636
 (State or Other Jurisdiction of        (I.R.S. Employer Identification Number)
  Incorporation or Organization)

                   15880 North Greenway/Hayden Loop, Suite 100
                            Scottsdale, Arizona 85260
                                 (602) 423-2946
                        (Address, including zip code, and
                           telephone number, including
                           area code, of registrant's
                               principal executive
                                    offices)

             ALLIED WASTE INDUSTRIES, INC. 1994 AMENDED AND RESTATED
                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full Title of Plan)

                                Henry L. Hirvela
                          Allied Waste Industries, Inc.
                   15880 North Greenway/Hayden Loop, Suite 100
                            Scottsdale, Arizona 85260
                                 (602) 423-2946

(Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                 With copies to:
                                  Peter Golden
                    Fried, Frank, Harris, Shriver & Jacobson
                               One New York Plaza
                            New York, New York 10004
                                 (212) 859-8000
CALCULATION OF REGISTRATION FEE
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
                                                        Proposed Maximum             Proposed
         Title of                  Amount to                Offering             Maximum Aggregate            Amount of
     Securities to be          be registered (1)       Price Per Share (2)      Offering Price (2)      Registration Fee (2)
        Registered
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Common Stock, par value            400,000                 $19.09375               $7,637,500                 $2,253
      $.01 per share
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
(1)  Pursuant to Rule 416(a),  also  registered  hereunder  is an  indeterminate
     number of shares of Common Stock issuable as a result of the  anti-dilution
     provisions of the Plan.

(2)  Pursuant to Rule 457(c), the registration fee is calculated on the basis of
     the high and low  prices  per share of Common  Stock,  as  reported  by the
     Nasdaq Stock Market, Inc. on June 22, 1999. Pursuant to General Instruction
     E. to Form S-8, the registration fee is calculated only with respect to the
     additional securities registered under the Plan.
PART I            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information  specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to  employees  as  specified in Rule
428(b)(l) and, in accordance with the instructions to Part I, are not filed with
the  Securities  and  Exchange  Commission  (the  "Commission")  as part of this
Registration Statement.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         This registration  statement registers additional securities related to
the Allied  Waste  Industries,  Inc.  1994  Amended  and  Restated  Non-Employee
Director  Stock  Option Plan of the same class as other  securities  for which a
registration  statement on Form S-8, no.  33-79664 (the  "Previous  Registration
Statement"),  has been  previously  filed and is effective.  Pursuant to General
Instruction E of Form S-8, the contents of the Previous  Registration  Statement
are incorporated herein by reference.

                                        2
ITEM 8.    EXHIBITS

 Exhibit                                    Description

3.1                        Amended  Certificate of Incorporation of the Company.
                           Exhibit 3.1 to the Company's  report on Form 10-K for
                           the  fiscal   year  ended   December   31,   1996  is
                           incorporated herein by reference.

3.2                        Amendment to Amended  Certificate of Incorporation of
                           the Company.  Exhibit 3.4 to the Company's  report on
                           Form 10-Q for the quarter ended September 30, 1998 is
                           incorporated herein by reference.

3.3                        Amended and Restated Bylaws of the Company as of
                           May 13, 1997.  Exhibit 3.2 to the Company's report on
                           Form  10-Q for the  quarter  ended  June 30,  1997 is
                           incorporated herein by reference.

*   5.1                    Opinion of Steven M. Helm

*  23.1                    Consent of Arthur Andersen LLP

*  23.2                    Consent of  Steven M. Helm
                           (included in Exhibit 5.1 opinion)

*  24.1                    Power of Attorney (included in signature page)

* Filed herewith
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable ground 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 Scottsdale, State of Arizona, on June 29, 1999.

                               ALLIED WASTE INDUSTRIES, INC.

                               By:    /s/HENRY L. HIRVELA
                                     ----------------------------------
                                         Henry L. Hirvela
                               Vice President - Chief Financial Officer

                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Thomas H. Van Weelden, Henry L.
Hirvela,  Peter S. Hathaway,  and each of them, with full power to act alone, as
attorney and agents for the undersigned,  with full power of  substitution,  for
and in the name, place and stead of the  undersigned,  to sign and file with the
Securities and Exchange  Commission under the Securities Act of 1933 any and all
amendments  and  exhibits  to  this  Registration  Statement  and  any  and  all
applications,  instruments  and other  documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby,  with full power and  authority  to do and  perform any and all acts and
things whatsoever requisite or desirable.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been  signed by the  following  persons  and in the
capacities indicated on June 29, 1999.

          Signature                                 Title
          ---------                                 ------

/s/ THOMAS H. VAN WEELDEN          Chairman of the Board of Directors, President
-------------------------          and Chief Executive Officer
Thomas H. Van Weelden              (Principal Executive Officer)

/s/ HENRY L. HIRVELA               Vice President - Chief Financial Officer
-------------------------          (Principal Financial Officer)
Henry L. Hirvela

/s/ PETER S. HATHAWAY              Vice President-Chief Accounting Officer
-------------------------          (Principal Accounting Officer)
Peter S. Hathaway

/s/ MICHAEL GROSS                  Director
-------------------------
Michael Gross

/s/ DENNIS HENDRIX                 Director
-------------------------
Dennis Hendrix

/s/ DAVID B. KAPLAN                Director
-------------------------
David B. Kaplan

/s/ NOLAN LEHMANN                  Director
-------------------------
Nolan Lehmann

/s/ HOWARD A. LIPSON               Director
-------------------------
Howard A. Lipson

                                   Director
-------------------------
Roger A. Ramsey
Director
------------------------
Antony P. Ressler

/s/ WARREN B. RUDMAN               Director
------------------------
Warren B. Rudman

/s/ VINCENT TESE                   Director
------------------------
Vincent Tese
EXHIBIT INDEX

                                                                                       Sequentially
                                                                                         Numbered
Exhibit            Description                                                           Page
--------           -----------
3.1      Amended Certificate of Incorporation of the Company. Exhibit 3.1 to the
         Company's  report on Form 10-K for the fiscal year ended  December  31,
         1996 is incorporated herein by reference.

3.2      Amendment  to Amended  Certificate  of  Incorporation  of the  Company.
         Exhibit 3.4 to the Company's  report on Form 10-Q for the quarter ended
         September 30, 1998 is incorporated herein by reference.

3.3      Amended and Restated Bylaws of the Company as of May 13, 1997.  Exhibit
         3.2 to the Company's report on Form 10-Q for the quarter ended June 30,
         1997 is incorporated herein by reference.

*5.1     Opinion of Steven M. Helm

*23.1    Consent of Arthur Andersen LLP

*23.2    Consent of Steven M. Helm
         (included in Exhibit 5.1 opinion)

*24.1     Power of Attorney (included in signature page)

* Filed herewith