Registration  No. 333-

     As filed with the Securities and Exchange Commission on March 20, 1998.

                       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           (I.R.S. Employer Identification Number)
 of 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 INCENTIVE STOCK 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:
                                 David C. Golay
                    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 Registered        be registered (1)   Price Per Share  Offering Price (2)   Registration Fee
                                                                    (2)                                   (2)
----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                   <C>             <C>                 <C>   
Common Stock, par value $.01 per share         1,000,000             $24.625         $24,625,000         $7,264
======================================================================================================================
<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  March  17,  1998.  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.

     This registration  statement registers additional securities related to the
     Allied Waste  Industries,  Inc. 1994 Amended and Restated  Incentive  Stock
     Plan of the  same  class  as  other  securities  for  which a  registration
     statement on Form S-8, no. 33-79654 (the Previous Registration  Statement",
     has been previously filed.  Pursuant to General Instruction E. of Form S-8,
     the contents of the Previous Registration Statement are hereby incorporated
     by reference.
</FN>
</TABLE>


<PAGE>


                                                                   PROSPECTUS


                                1,000,000 Shares


                          ALLIED WASTE INDUSTRIES, INC.


                                  Common Stock


     The 1,000,000 shares of common stock, par value $.01 per share (the "Common
Stock"),  of Allied Waste  Industries,  Inc. (the "Company" or "Allied") offered
hereby are issuable upon the exercise of certain  options granted to the Selling
Security  Holders under the Company's 1994 Amended and Restated  Incentive Stock
Plan and are being offered (the "Offering") by the Selling Security Holders. The
Company  will not  receive  any of the  proceeds  from the sale of the shares of
Common Stock offered hereby. See "Selling Security Holders."

         The Company's Common Stock is traded on the National Market Tier of The
Nasdaq Stock Market  ("Nasdaq")  under the symbol "AWIN." On March 17, 1998, the
last reported  closing sale price of the Common Stock on Nasdaq was $24.6875 per
share.

         The Common  Stock may be offered  and sold from time to time by Selling
Security  Holders  named herein  under the caption  "Selling  Security  Holders"
through  dealers or agents or directly to one or more  purchasers in fixed price
offerings, in negotiated  transactions,  at market prices prevailing at the time
of sale or at prices related to such market prices. The terms of the Offering of
Common Stock in respect of which this Prospectus is being  delivered,  including
any public  offering price,  any  commissions  paid to dealers or agents and the
proceeds to the Selling Security Holders,  and any other material terms shall be
as set forth in a Prospectus Supplement. See "Plan of Distribution."


     See "Risk Factors"  beginning on page 5 for a discussion of certain factors
that should be considered in connection with an investment in the Common Stock.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                 The date of this Prospectus is March 20, 1998.


<PAGE>


No dealer,  salesman or other person has been authorized to give any information
or to make any representation not contained in, or incorporated by reference in,
this Prospectus,  and, if given or made, such information or representation must
not be relied upon as having been  authorized  by the Company.  This  Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any of
the securities  offered hereby in any  jurisdiction  to any person to whom it is
unlawful to make such offer in such  jurisdiction.  Neither the delivery of this
Prospectus nor any sale made hereunder shall,  under any  circumstances,  create
any implication that the information  contained herein is correct as of any time
subsequent  to the date hereof,  or that there has been no change in the affairs
of the Company since such date.

                                TABLE OF CONTENTS

                                                                          Page
Incorporation of Certain Documents by Reference.....................        3
The Company.........................................................        4
Risk Factors........................................................        5
Disclosure Regarding Forward Looking Statements.....................       11
Selling Security Holders............................................       11
Plan of Distribution................................................       12
Legal Matters.......................................................       14
Experts.............................................................       14
Available Information...............................................       14

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed by the  Company  with  the  Commission
pursuant  to the  Exchange  Act are  incorporated  herein by  reference  (i) the
Company's  Annual  Report on form 10-K for the year ended  December 31, 1996, as
amended;  (ii) the Company's Quarterly Reports on Form 10-Q, as amended, for the
quarters ended March 31, 1997,  June 30, 1997 and September 30, 1997;  (iii) the
Company's  Definitive Proxy Materials in accordance with Schedule 14A dated June
10, 1997;  (iv) the  Company's  Current  Reports on Form 8-K, as amended,  dated
January 9, 1997, January 30, 1997,  February 14, 1997, February 19, 1997, May 2,
1997,  August 27, 1997 and November 4, 1997;  (v) the  description of the Common
Stock set in the  Company's  Form 10 dated May 14, 1991;  and (vi) and all other
reports  filed by the  Company  pursuant  to Section  13(a),  14 or 15(d) of the
Exchange Act since December 31, 1996.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Exchange Act after the date of this  Prospectus  and before
the  termination of the Offering will be deemed to be  incorporated by reference
in this  Prospectus  and to be a part  hereof  from the date of  filing  of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated by reference in this  Prospectus  shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained in this Prospectus or in any other  subsequently  filed document which
also is or is deemed to be incorporated  by reference  modifies or replaces such
statement.

         The Company  will  provide  without  charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the  documents  incorporated  by reference in this  Prospectus,
other than exhibits to such  documents,  unless such  exhibits are  specifically
incorporated   by  reference   into  the   information   that  this   Prospectus
incorporates.  In addition, a copy of the Company's most recent annual report to
stockholders will be promptly  furnished,  without charge,  upon written or oral
request. All such requests should be directed to Allied Waste Industries,  Inc.,
15880 North  Greenway-Hayden  Loop, Suite 100, Scottsdale,  Arizona 85260, Attn:
Investor Relations, telephone (602) 423-2946.


<PAGE>


                                   THE COMPANY

         The  Company is a major solid  waste  management  company in the United
States,  as  measured  by  revenues.  The  Company  is a  vertically-integrated,
non-hazardous  solid waste management  company providing  collection,  transfer,
processing  and disposal  services.  As of January 31, 1998,  the Company serves
approximately 1.4 million customers in 18 states. The Company currently conducts
its  operations  through a  network  of 79  collection  companies,  43  transfer
stations, 57 landfills and 21 recycling facilities.  The Company has revenues of
$246.7  million  for the year ended  December  31,  1996 and $205.1  million and
$633.3  million  for  the  nine  months  ended  September  30,  1996  and  1997,
respectively.  The substantial  increase in revenues in the first nine months of
1997  compared  to the same  period  in 1996 is  primarily  attributable  to the
acquisition by Allied of the solid waste business of Laidlaw Inc.
("Laidlaw") on December 30, 1996 (the "Laidlaw Acquisition").

         Allied was incorporated under the laws of the State of Delaware in July
1989.  The  principal  executive  offices of Allied are  located at 15880  North
Greenway-Hayden  Loop, Suite 100, Scottsdale,  Arizona,  85260 and its telephone
number is (602) 423-2946.



<PAGE>


                                  RISK FACTORS

In  evaluating  the  Company  and its  business,  prospective  investors  should
carefully  consider  all of the  information  set forth in this  Prospectus  and
should give particular attention to the following risk factors.

Risks  Associated  with  Allied's  Strategy;  Potential  Difficulty  in  
Obtaining  Suitable  Landfills,   Collection Operations, Transfer Stations 
and Permits

         Allied's  strategy  depends on its  ability  to  identify  and  acquire
appropriate landfills, collection operations and transfer stations. There can be
no  assurance  that  Allied  will  be  able to  locate  appropriate  acquisition
candidates,  that any  identified  candidates  will be acquired or that acquired
operations will be integrated effectively or prove profitable.  Completion of an
acquisition  requires  the  expenditure  of sizable  amounts of capital  and the
competition  among  companies  pursuing an  acquisition  strategy  may  increase
capital requirements. Allied could be forced to alter its strategy in the future
if such  candidates  become  unavailable or too costly.  In addition,  obtaining
permits to operate  non-hazardous  solid waste landfills has become increasingly
difficult  and  expensive,  often taking a number of years to obtain,  requiring
numerous hearings and compliance with zoning, environmental and other regulatory
measures,  and often being subject to  resistance  from citizen or other groups.
There can be no  assurance  that  Allied will be  successful  in  obtaining  the
permits it requires,  and an  inability  to receive  such permits  could have an
adverse effect on Allied's future results of operations. In some areas, suitable
land may be unavailable for new landfill  sites.  There can be no assurance that
Allied will be  successful  in  obtaining  new landfill  sites or expanding  the
permitted  capacity of its current landfills once its landfill capacity has been
consumed. In such event, Allied could be forced to dispose of collected waste at
landfills  operated by its  competitors,  which could have an adverse  effect on
Allied's landfill revenues and collection expenses.

Limited Operating History in Regard to Acquired Businesses

         Allied has a limited  operating  history  with regard to a  significant
portion of its operations. During 1996, Allied acquired 21 companies,  excluding
the Laidlaw Acquired Businesses (as defined below), which collectively comprised
approximately  $78.8  million or 31.9% of Allied's  revenue in 1996. In December
1996, Allied acquired (the "Laidlaw Acquisition")  substantially all of the non-
hazardous  solid  waste   management   businesses   conducted  by  Laidlaw  Inc.
("Laidlaw")  in the United  States and  Canada.  The  businesses  acquired  from
Laidlaw (on a pro forma basis after  giving  effect to the sale by Allied of all
of the Canadian solid waste business  acquired in the Laidlaw  Acquisition,  the
"Laidlaw Acquired  Businesses")  generated  revenues for the twelve months ended
November 30, 1996 of  approximately  $494.5  million.  The revenues for the year
ended  December 31, 1996  generated by the  operations of Allied  excluding such
Laidlaw Acquired Businesses were approximately $246.7 million.

         Allied expects to continue to acquire appropriate landfills, collection
operations  and  transfer  stations in the future.  The  financial  position and
results  of  operations  of Allied  will  depend to a large  extent on  Allied's
ability to integrate  acquired  operations  effectively and to realize  expected
financial benefits and operational efficiencies.  There can be no assurance that
Allied's  efforts to integrate  acquired  operations will be effective,  or that
expected  financial  benefits  and  operational  efficiencies  will be realized.
Failure  to  effectively  integrate  acquired  operations  could have an adverse
effect on Allied's future results of operations.  As Allied  continues to pursue
its acquisitions  strategy in the future,  its financial position and results of
operations may fluctuate significantly from period to period.



<PAGE>


Capital Requirements and Limited Working Capital

         Allied intends to fund its cash needs through cash flow from operations
and borrowings  under an Amended and Restated Bank Agreement (the "Senior Credit
Facility")  dated October 1, 1997 with Goldman Sachs Credit  Partners,  L.P., as
syndication  agent,  Credit Suisse First Boston,  as  administrative  agent, and
Citibank, N.A., as documentation agent, and the other bank lenders named therein
and its equipment lease  facilities.  Because of the capital intensive nature of
the solid waste industry, Allied may use amounts in excess of the cash generated
from  operations  to retire and  service  debt and fund  acquisitions,  landfill
development  and  capital  expenditures.   A  substantial  portion  of  Allied's
available cash will be required to be applied to service indebtedness,  which is
expected  to  include  approximately  $156.1  million  in annual  principal  and
interest  payments.  During  1998,  Allied also  expects to spend  approximately
$209.3  million  for  capital,   closure  and   post-closure,   and  remediation
expenditures and has provided  approximately $311 million in financial assurance
obligations  related to its  landfill  operations.  Amounts  expended on capital
expenditures  and financial  assurance  obligations will increase as a result of
any  acquisitions  or  expansions of Allied's  operations.  As a result of these
capital requirements, Allied may periodically have low levels of working capital
or be required to finance working capital deficits.

         Further regulatory action by federal, state and local governments could
accelerate  expenditures  for closure and  post-closure  monitoring and obligate
Allied to spend sums in addition to those presently  reserved for such purposes.
These  factors,   together  with  the  other  factors  discussed  above,   could
substantially  increase Allied's  operating costs and impair Allied's ability to
invest in its facilities.

         Allied's ability to make scheduled  payments of principal of, or to pay
interest on, or to refinance its indebtedness depends on its future performance,
which,  to  a  certain  extent,  is  subject  to  general  economic,  financial,
competitive, legislative, regulatory and other factors beyond its control. Based
upon the current  level of  operations  and  anticipated  growth,  management of
Allied  believes that  available cash flow,  together with  available  borrowing
under the  Senior  Credit  Facility,  and other  sources of  liquidity,  will be
adequate to meet Allied's  anticipated future  requirements for working capital,
letters-of-credit,  capital expenditures and scheduled payments of principal of,
and interest on debt incurred under the Senior Credit Facility,  and interest on
the Allied Waste North America  ("AWNA")  10.25% Senior  Subordinated  Notes due
2006 (the "AWNA Notes") and,  commencing  December 1, 2002,  on Allied's  11.30%
Senior  Discount  Notes due 2007 (the "Allied  Notes").  However,  the principal
payments  at  maturity  on the AWNA  Notes  and the  Allied  Notes  may  require
refinancing.  There can be no assurance  that  Allied's  business  will generate
sufficient cash flow from operations or that future financings will be available
in an amount  sufficient to enable Allied or AWNA to service its indebtedness or
to make  necessary  capital  expenditures,  or that  any  refinancing  would  be
available on commercially  reasonable terms, or at all. Additionally,  depending
on  the  timing,  amount  and  structure  of any  future  acquisitions  and  the
availability of funds under the Senior Credit Facility, Allied may need to raise
additional  capital to fund the acquisition and integration of additional  solid
waste  businesses.  There can be no assurance that Allied will be able to secure
such additional funding on favorable terms, if at all.

Competition from Other Companies and Municipalities; Landfill Alternatives

         The  non-hazardous  solid waste  industry is led by five large national
waste  management  companies,  one of which is  Allied,  and  includes  numerous
regional  and local  companies,  all of which  contribute  to the high  level of
competition  that  characterizes  the  industry.  Some of these  companies  have
considerably  greater  financial  and  operational  resources  than  Allied.  In
addition,  cities and  counties  that  operate  their own waste  collection  and
disposal  facilities  often enjoy the benefits of  tax-exempt  financing and may
control the disposal of waste collected within their jurisdictions.



<PAGE>


         Alternatives  to landfill  disposal,  such as recycling and composting,
are increasingly  being used, and incineration  continues to be utilized in some
markets in which Allied operates. There has also been an increasing trend at the
state and local levels to mandate waste  reduction at the source and to prohibit
the disposal of certain types of wastes, such as yard wastes, at landfills. This
trend may result in a  reduction  in the volume of waste going to  landfills  in
certain  areas,  which may affect  Allied's  ability to operate its landfills at
their full  capacity  and/or  affect the prices that can be charged for landfill
disposal  services.  In addition,  most of the states in which  Allied  operates
landfills  have  adopted  plans or  requirements  that set goals  for  specified
percentages of certain solid waste items to be recycled.  These  recycling goals
will be phased in over the next few years.

Substantial Leverage; Ability to Service Debt; Dependence on Distributions from
Subsidiaries

         Allied has  substantial  indebtedness  with  significant  debt  service
requirements  and  is  highly  leveraged.   At  September  30,  1997,   Allied's
consolidated debt was approximately $1,168.3 million. The degree to which Allied
is leveraged  has  important  consequences,  including  the  following:  (i) the
ability of Allied to obtain  additional  financing  in the  future,  whether for
working capital,  capital expenditures,  acquisitions or other purposes,  may be
impaired,  (ii) a substantial  portion of Allied's cash flow from  operations is
required to be dedicated  to the payment of principal  and interest on its debt,
thereby  reducing funds available to Allied for other  purposes,  (iii) Allied's
flexibility  in planning for or reacting to changes in market  conditions may be
limited,  (iv) Allied may be more  vulnerable  in the event of a downturn in its
business  and (v) to the extent of  Allied's  outstanding  debt under the Senior
Credit  Facility at  variable  rates that have not been  hedged,  Allied will be
vulnerable to increases in interest rates. At September 30, 1997,  approximately
$297 million in aggregate  borrowings were  outstanding  under the Senior Credit
Facility. All borrowings under the Senior Credit Facility will mature in 2003.

         The ability of Allied to meet its debt service  obligations will depend
on the future operating  performance and financial results of Allied, which will
be subject in part to factors  beyond  the  control of Allied.  Although  Allied
believes  that its cash flow will be  adequate  to meet its  interest  payments,
there can be no assurance that Allied will continue to generate  earnings in the
future  sufficient to cover its fixed  charges.  If Allied is unable to generate
earnings in the future  sufficient  to cover its fixed  charges and is unable to
borrow  sufficient  funds under either the Senior Credit  Facility or from other
sources,  it may be required to refinance  all or a portion of its existing debt
or to sell all or a portion  of its  assets.  There can be no  assurance  that a
refinancing  would be possible,  nor can there be any assurance as to the timing
of any asset sales or the  proceeds  which Allied could  realize  therefrom.  In
addition,  the terms of certain of its debt  restrict  Allied's  ability to sell
assets and Allied's use of the proceeds therefrom.

         Allied  holds all of its  assets  and  conducts  all of its  operations
through its subsidiary AWNA and AWNA's subsidiaries.  Allied thus derives all of
its  operating  income and cash flow from AWNA and must rely upon  distributions
from AWNA to generate the funds  necessary to meet its  obligations.  If for any
reason,  including a shortfall in anticipated operating results or proceeds from
asset sales, AWNA were unable to meet its debt service obligations,  it would be
in  default  under the  terms of  certain  of its  debt.  In the event of such a
default,  the  holders  of such debt  could  elect to  declare  all of such debt
immediately  due and  payable,  including  accrued and unpaid  interest,  and to
terminate their commitments with respect to funding obligations under such debt.
In addition,  such holders could proceed  against any collateral  which,  in the
case of certain debt, consists of the capital stock of AWNA and its subsidiaries
and substantially  all of the assets of AWNA and its  subsidiaries.  Any default
with respect to any of AWNA's debt could result in a default under other debt or
result in the bankruptcy of AWNA.




<PAGE>


Restrictions Imposed by the Senior Credit Facility, the Allied Notes and the
AWNA Notes

         The Senior Credit  Facility and the  indentures  relating to the Allied
Notes and the AWNA Notes contain a number of significant  covenants that,  among
other  things,  will  restrict  the  ability of Allied and its  subsidiaries  to
dispose of assets,  incur  additional  indebtedness,  incur liens on property or
assets, repay other indebtedness,  pay dividends, enter into certain investments
or  transactions,  repurchase  or redeem  capital  stock,  engage in  mergers or
consolidations,   or  engage  in  certain  transactions  with  subsidiaries  and
affiliates  and  otherwise  restrict  corporate  activities.  There  can  be  no
assurance that such  restrictions  will not adversely affect Allied's ability to
finance  its  future  operations  or capital  needs or engage in other  business
activities that may be in the interest of Allied. In addition, the Senior Credit
Facility  also requires  Allied to maintain  compliance  with certain  financial
ratios.  The  ability of Allied to comply  with such  ratios may be  affected by
events  beyond  Allied's  control.  A breach  of any of these  covenants  or the
inability of Allied to comply with the required financial ratios could result in
a default under the Senior Credit  Facility or either or both of the  indentures
relating  to the  Allied  Notes  and the AWNA  Notes.  In the  event of any such
default  under the Senior Credit  Facility,  the lenders under the Senior Credit
Facility  could elect to declare  all  borrowings  outstanding  under the Senior
Credit  Facility,  together with accrued  interest and other fees, to be due and
payable,  to  require  Allied to apply all of its  available  cash to repay such
borrowings  or to prevent  Allied  from  making  debt  service  payments  on any
indebtedness of Allied.  If Allied were unable to repay any such borrowings when
due, the lenders  could  proceed  against  their  collateral.  In the event of a
default under the indenture  relating to the Allied Notes or the AWNA Notes, the
holders of such notes could elect to declare  such notes to be due and  payable.
If the indebtedness  under the Senior Credit  Facility,  the Allied Notes or the
AWNA  Notes were to be  accelerated,  it is  unlikely  that the assets of Allied
and/or AWNA would be sufficient  to repay  amounts due on other debt  securities
then outstanding.

Reliance on Management

         Allied will rely significantly on the services of its senior management
team. Allied could be adversely  affected if any member of the senior management
team were  unwilling or unable to continue in Allied's  employ.  There can be no
assurance  that Allied  will be  successful  in  locating,  hiring or  retaining
qualified personnel.

Cost of Compliance with Environmental Regulations; Risk of Future Litigation

         The scope and  stringency of laws and  regulations  designed to protect
the environment  have increased  dramatically.  Compliance with the evolving and
expanding  regulatory  requirements,  including  the adoption in October 1991 of
Subtitle D regulations  ("Subtitle D") pursuant to the Resource Conservation and
Recovery  Act of 1976,  as amended  ("RCRA"),  has been and will  continue to be
costly.  Rigorous  regulatory  standards  require waste management  companies to
enhance or  replace  equipment  and to modify  landfill  operations  or, in some
cases, to close landfills. There can be no assurance that Allied will be able to
implement price increases  sufficient to offset the cost of complying with these
standards.  In  addition,  environmental  regulatory  changes  could  accelerate
expenditures for closure and  post-closure  monitoring at solid waste facilities
and obligate  Allied to spend sums in addition to those  presently  reserved for
such purposes.  These factors could increase  substantially  Allied's  operating
costs as well as the possibility of the impairment of Allied's investment in its
facilities.

         In addition to the costs of complying with  environmental  regulations,
Allied will continue to be involved in legal  proceedings in the ordinary course
of business.  Government agencies may seek to impose fines on Allied for alleged
failure to comply with laws and  regulations or to revoke or to deny the renewal
of, Allied's permits and licenses. In addition,  governmental  agencies, as well
as  surrounding   landowners,   may  assert  claims   against  Allied   alleging
environmental  damage or  violations  of permits and licenses  pursuant to which
Allied operates. Citizens' groups have become increasingly active in challenging
the grant or renewal of permits and licenses,  and responding to such challenges
has further  increased the costs  associated  with  permitting new facilities or
expanding current facilities. A significant judgment against Allied, the loss of
a significant  permit or license or the  imposition of a significant  fine could
have a material adverse affect on Allied's financial condition.
         Certain  of  Allied's   waste   disposal   operations   traverse  state
boundaries.   Such  operations  could  be  adversely  affected  if  the  federal
government  or a state in which a  landfill  is  located  limits  or  prohibits,
imposes  discriminatory  fees on, or  otherwise  seeks to  discourage  disposal,
within state boundaries, of waste collected outside of the state.

         As a  condition  to  the  Laidlaw  Acquisition,  Allied  engaged  Emcon
Environmental Services, Inc. ("Emcon"), an independent environmental consultant,
to conduct environmental assessments of the subsidiaries acquired in the Laidlaw
Acquisition (the "LSW Subsidiaries"). In its reports (the "Emcon Report"), Emcon
identified  several  contaminated  landfills  and  other  locations,   including
landfills and other  locations  owned by the LSW  Subsidiaries,  that could pose
significant  sources  of  liability  to  the  LSW  Subsidiaries.  The  costs  of
performing   the   investigation,   design,   remediation   and   allocation  of
responsibility to the subsidiaries of Allied vary  significantly  between sites.
Based on the information available, Allied recorded a provision of $51.5 million
for environmental matters, including closure and post-closure costs, in the 1996
consolidated  statement of operations  and expects these amounts to be disbursed
over the next 30 years.  The actual liability at these sites cannot currently be
determined  due  to a  number  of  uncertainties  including  the  extent  of the
contamination,   the  appropriate  remedy,  the  financial  viability  of  other
potentially responsible parties and the ultimate apportionment of responsibility
among such potentially responsible parties.

     The  representations  made by the  Laidlaw  sellers  in the Stock  Purchase
Agreement,  dated  September  17, 1996,  among Allied,  AWNA and Laidlaw,  among
others,   relating  to  the  Laidlaw   Acquisition  (the  "Laidlaw   Acquisition
Agreement") with respect to environmental  matters (i) terminated on the closing
of the Laidlaw  Acquisition as to all matters  disclosed in writing to Allied at
least five business days prior to the closing or disclosed  with  specificity in
the Emcon Report and (ii)  terminate on the third  anniversary of the closing of
the Laidlaw  Acquisition as to all matters other than those  described in clause
(i) and which are known to Laidlaw on the closing date. The Laidlaw  Acquisition
Agreement  further  provided that  Laidlaw's  indemnification  obligations  with
respect  to  environmental  matters  would be limited to the amount by which the
aggregate  of all such  damages  exceed a $1.0 million  basket,  without  giving
effect  to any  materiality  qualifications.  At  the  closing  of  the  Laidlaw
Acquisition,  Allied and Laidlaw entered into a Special Environmental Indemnity,
which provided that the indemnity in respect of properties located at Etobicoke,
Ontario, Delafield,  Wisconsin and Gary Lagoons, Indiana would not be subject to
the three-year  limitation or any basket. In connection with Allied's repurchase
of two junior  subordinated  debentures  with an aggregate face amount of $318.3
million and a warrant to acquire 20.4 million shares of Allied common stock, all
of which were  issued as  consideration  in the  Laidlaw  Acquisition,  for cash
consideration of $230 million,  Allied has agreed that the indemnity for damages
arising out of the  Etobicoke,  Ontario and Delafield,  Wisconsin  sites will be
limited to a three-year  period from the closing of the Laidlaw  Acquisition and
to an amount in excess of a $25 million  basket with such $25 million  basket to
be  reduced  by any  damages  to which  the $1  million  basket  in the  Laidlaw
Acquisition Agreement applies.

Hazardous Substances Liability

         The Comprehensive  Environmental  Response,  Compensation and Liability
Act of 1980, as amended  ("CERCLA"),  has been  interpreted  to impose joint and
several  liability on current and former  owners or operators of  facilities  at
which  there  has  been  a  release  or a  threatened  release  of a  "hazardous
substance" and on persons who generate, transport or arrange for the disposal of
such  substances  at  the  facility.  Hundreds  of  substances  are  defined  as
"hazardous" under CERCLA and their presence,  even in minute amounts, can result
in  substantial   liability.   The  statute  provides  for  the  remediation  of
contaminated  facilities  and  imposes  costs on the  responsible  parties.  The
expense of conducting  such a cleanup can be  significant.  Notwithstanding  its
efforts to comply with  applicable  regulations  and to avoid  transporting  and
receiving  hazardous  substances,  such  substances  may  be  present  in  waste
collected  by Allied or disposed  of in its  landfills,  or in waste  collected,
transported or disposed of in the past by acquired companies.  Cleanup liability
may  arise  under  various  state  laws  similar  to  CERCLA.  As  used  in this
Prospectus, "non-hazardous waste" means substances, including asbestos, that are
not defined as hazardous wastes under federal regulations.



<PAGE>


Potential Undisclosed Liabilities Associated with Acquisitions

         In  connection  with any  acquisition  of business or assets by Allied,
there may be liabilities  that Allied fails or is unable to discover,  including
liabilities arising from non-compliance with environmental laws by prior owners,
and for which Allied, as a successor owner, may be responsible.

Potential Uninsured or Underinsured Environmental Liabilities

         As is typically the case in the solid waste industry, Allied is able to
obtain  only very  limited  environmental  impairment  insurance  regarding  its
landfills.  An uninsured or  underinsured  claim of sufficient  magnitude  would
require  Allied to fund such claim from cash flow  generated  by  operations  or
borrowings under the Senior Credit Facility or other sources of liquidity. There
can be no  assurance  that  Allied  would be able to fund any  such  claim  from
operations, the Senior Credit Facility or elsewhere.

Laidlaw Tax Indemnification

         Laidlaw has disclosed to Allied the existence of a tax controversy (the
"Tax  Controversy")  in the  amount of more than $385  million  with the  United
States Internal  Revenue  Service (the "IRS")  involving the  consolidated  U.S.
federal  income tax  liability  for the fiscal  years 1986  through  1991 of the
members of an affiliated group of corporations  (the "LTI U.S.  Consolidated Tax
Group")  within the  meaning of Section  1504(c) of the  Internal  Revenue  Code
("IRC"),  of which  Laidlaw  Transportation,  Inc.  ("LTI") is the common parent
corporation  (which includes LTI, those Laidlaw  Acquired  Businesses  which are
incorporated  in  the  U.S.  (the  "LSW  U.S.  Subsidiaries"),  and  other  U.S.
subsidiaries of LTI which were not acquired in the Laidlaw Acquisition). The LTI
U.S.  Consolidated  Tax Group has also  received  notice that fiscal years 1992,
1993 and 1994 will be examined regarding this issue. Under Treasury  Regulations
promulgated  under  Section  1502  of the  IRC,  each  member  of the  LTI  U.S.
Consolidated  Tax  Group  including  each  LSW U.S.  Subsidiary,  is or could be
severally  liable for United States federal income tax liabilities of the entire
LTI U.S.  Consolidated  Tax  Group,  including  all  amounts at issue in the Tax
Controversy which are ultimately determined to be owed.

         Allied  has  obtained  an  indemnity   from  Laidlaw   certain  of  its
subsidiaries  (the "Laidlaw Group") which covers the amounts at issue in the Tax
Controversy  for which any LSW U.S.  Subsidiary  may ultimately be found liable.
The obligation of the Laidlaw Group is to indemnify Allied in respect of amounts
at  issue in the Tax  Controversy  is a  general,  unsecured  obligation  of the
Laidlaw  Group.  The  ability  of the  Laidlaw  Group  to pay and  fulfill  such
indemnification obligation will depend on the financial condition of the Laidlaw
Group at the time of any required  performance of such  obligation,  as to which
Allied has no assurance.

Shares Eligible for Future Sale; Potential Adverse Effect on Stock Price; 
Registration Rights

     Based on the number of  outstanding  shares of Common  Stock as of February
28, 1998, Allied has outstanding a total of 112,670,209  shares of Common Stock,
including  804,942  shares of Common Stock subject to  outstanding  warrants and
7,189,986 shares of Common Stock subject to stock options granted under Allied's
stock  options  plans.  See Note 8 of Notes to Allied's  Consolidated  Financial
Statements,  included in Allied's Annual Report on Form 10-K for the fiscal year
ended  December  31,  1996,  as  amended,  filed  under  the  Exchange  Act  and
incorporated  by  reference  herein.  Of such shares,  approximately  86,205,062
shares of Common Stock, and approximately, 572,827 shares issuable upon exercise
of warrants held by  non-affiliates of Allied and 1,296,872 shares issuable upon
exercise  of vested  stock  options  held by  non-affiliates  of Allied  will be
immediately eligible for sale in the public market without  restriction,  except
for shares  purchased by or issued to an affiliate of Allied (within the meaning
of the Securities Act), which will be subject to the resale  limitations of Rule
144 promulgated under the Securities Act.  26,376,765 shares of Common Stock are
owned by certain  private  securities  investment  funds  affiliated with either
Apollo  Advisors II, L.P. or the  Blackstone  Group  (collectively,  the "Apollo
Blackstone Investors"). For so long as the Apollo/Blackstone Investors remain an
affiliate of Allied,  any shares of Common  Stock held by the  Apollo/Blackstone
Investors  will only be available for public sale if such shares are  registered
under the Securities Act of wold in accordance with an applicable exemption from
registration,  such  as  Rule  144,  pursuant  to  which  the  Apollo/Blackstone
Investors would be subject to the volume and other  limitations under such rule.
Three  months  after  the  Apollo/Blackstone  Investors  were to  cease to be an
affiliate of Allied,  all of such shares held for more than two years would then
immediately  become  eligible  for  public  sale  without  being  subject to the
limitations  of Rule 144.  In  addition,  the  Apollo/Blackstone  Investors  are
entitled to require  Allied to register their shares of Common Stock at any time
after May 15, 1999 and holders of 129,250  shares of Common Stock and holders of
warrants to purchase 647,827 shares of Common Stock currently may require Allied
to register their shares of Common Stock.  Allied and its  directors,  executive
officers and regional vice presidents have agreed not to sell,  contract to sell
or otherwise  dispose of any shares of Common Stock or any  securities of Allied
that are  substantially  similar  to the  shares of Common  Stock,  or any other
security  convertible  into or exchangeable  for, or that represent the right to
receive shares of Common Stock or any such similar securities, except for shares
of Common Stock issuable  pursuant to convertible debt securities,  warrants and
stock options  outstanding on the date of this Prospectus  Supplement and shares
of Common Stock (or securities convertible or exchangeable into shares of Common
Stock) to be issued solely in connection with  acquisitions,  for a period of 90
days after the date of this  Prospectus  Supplement  without  the prior  written
consent of the Underwriter, except for the shares of Common Stock offered in the
Offerings.

         No prediction  can be made as to the effect,  if any, that future sales
of shares,  or the  availability  of shares for  future  sale,  will have on the
market  price  of the  Common  stock  prevailing  from  time to  time.  Sales of
substantial amounts of Common Stock (including shares issuable upon the exercise
of stock  options),  or the  perception  that  such  sales  could  occur,  could
adversely affect prevailing market prices for the Common Stock.

Impact of Adverse Weather Conditions

         The  collection  and landfill  operations  of Allied could be adversely
affected by protracted  periods of inclement weather which delay the development
of  landfill  capacity,  the  transfer  of waste or reduce  the  volume of waste
generated.  There can be no  assurance  that  protracted  periods  of  inclement
weather will not have a material  adverse  effect on Allied's  future results of
operations.


                 DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

         This Prospectus  contains certain  statements that are "Forward Looking
Statements"  within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act.  Those  statements  include,  among other  things,  the
discussions  of the  Company's  business  strategy and  expectations  concerning
market  position,  future  operations,  margins,  profitability,  liquidity  and
capital  resources,  as well as statements  concerning  the  integration  of the
operations of  businesses  and assets that have been acquired by the Company and
the achievement of financial benefits and operational efficiencies in connection
therewith. Although the Company believes that the expectations reflected in such
Forward Looking Statements are reasonable,  they can give no assurance that such
expectations  will prove to be correct.  Generally,  these statements  relate to
business  plans  or  strategies,  projected  or  anticipated  benefits  or other
consequences of such plans or strategies,  number of acquisitions  and projected
or anticipated  benefits from acquisitions made by or to be made by the Company,
or projections  involving anticipated revenues,  expenses,  earnings,  levels of
capital  expenditures  or other  aspects  of  operating  results  and  financial
conditions.  All phases of the operations of the Company are subject to a number
of  uncertainties,  risks and other  influences,  many of which are  outside the
control of the Company and any one of which,  or a combination  of which,  could
materially  affect the  results of the  Company's  operations  and  whether  the
Forward Looking  Statements made by the Company ultimately prove to be accurate.
Important  factors that could cause actual results to differ materially from the
Company's expectations are disclosed in this section and in "Risk Factors."






<TABLE>


                            SELLING SECURITY HOLDERS

         The  following  table sets forth  certain  information  regarding  each
Selling Security Holder at December 31, 1997.
<CAPTION>

                                                                                                       Percentage
Name                                                                                                   Owned After
                                                     Number of       Shares Owned      Shares Owned     Offering
                                                   Shares Offered   Before Offering   After Offering
<S>                                                    <C>             <C>              <C>                <C>
Roger A. Ramsey.................................       500,000 (1)     1,141,848 (2)      908,848          0.9
Thomas H. Van Weelden...........................       500,000 (1)     1,529,194 (3)    1,295,860          1.2

<FN>

(1)  Includes  300,000  shares of Common Stock that may be acquired on the exercise of options  after the  underlying
     options vest.
(2)  Includes (i) 694 shares of Common Stock that are  beneficially  owned by an
     affiliate of Mr. Ramsey and (ii) 809,675 shares of Common Stock that may be
     acquired on the exercise of options.
(3)  Includes 632,175 shares of Common Stock that may be acquired on the exercise of options and warrants.
</FN>
</TABLE>

         The number of shares of Common  Stock set forth above under the caption
"Number of Shares Offered"  represents the aggregate  number of shares of Common
Stock offered by each Selling  Security  Holder.  The number of shares of Common
Stock set forth above under the  captions  "Shares  Owned Before  Offering"  and
`Shares Owned After Offering" represent the aggregate number of shares of Common
Stock  beneficially  owned by each  Selling  Security  Holder  before  and after
completion of the Offering,  respectively.  The number set forth above under the
caption  "Percentage  Owned After  Offering"  represents  the  percentage of the
Common Stock beneficially owned by each Selling Security Holder after completion
of the Offering.  Each Selling Security Holder may, but is not required to, sell
all of the shares of Common Stock owned by such Selling Security Holder.

         Roger A. Ramsey is the current  Chairman of the Board of the  Company. 
Thomas H. Van Weelden is the current President and Chief Executive Officer of
the Company.

                              PLAN OF DISTRIBUTION

         The  Selling  Security  Holders  may offer the  shares of Common  Stock
subject to this Prospectus from time to time, on Nasdaq or otherwise,  in one or
more offerings  through  underwriters,  dealers or agents, or directly to one or
more purchasers in fixed price offerings, in negotiated transactions,  at market
prices  prevailing  at the  time of sale or at  prices  related  to such  market
prices.

         If underwriters are used in any offering of shares of Common Stock, the
underwriter  or  underwriters  with respect to such  offering will be named in a
Prospectus  Supplement.  Only underwriters named in a Prospectus Supplement will
be deemed to be  underwriters  in  connection  with the  shares of Common  Stock
offered   thereby.   Firms  not  so  named  will  have  no  direct  or  indirect
participation in the underwriting of such Common Stock, although such a firm may
participate  in the  distribution  of  such  Common  Stock  under  circumstances
entitling  it to a  dealer's  commission.  Unless  otherwise  set  forth  in the
Prospectus  Supplement  relating to such offering,  any  underwriting  agreement
pertaining  to any  offering  of shares of Common  Stock  will (i)  entitle  the
underwriters to  indemnification by the Company and the Selling Security Holders
against  certain civil  liabilities  under the Securities Act; (ii) provide that
the  obligations  of the  underwriters  will be subject  to  certain  conditions
precedent; and (iii) provide that the underwriters will be obligated to purchase
all shares of such  Common  Stock so offered  if any  shares are  purchased.  If
underwriters  are  used in any  offering  of  Common  Stock,  the  names of such
underwriters,  the anticipated  date of delivery and other material terms of the
transaction  will be set forth in the  Prospectus  Supplement  relating  to such
offering.




<PAGE>


         If a dealer  is used in any  offering  of  Common  Stock,  the  Selling
Security  Holder will sell such  Common  Stock to the dealer as  principal.  The
dealer may then resell such Common  Stock to the public at varying  prices to be
determined by such dealer at the time of resale.  The name of the dealer and the
material terms of the transaction will be set forth in the Prospectus Supplement
relating to such offering.

         Common Stock may be offered  through  agents  designated by the Selling
Security  Holders from time to time. Any such agent will be named, and the terms
of any such  agency will be set forth,  in the  Prospectus  Supplement  relating
thereto.  Unless  otherwise set forth in such  Prospectus  Supplement,  any such
agent will be acting on a best efforts basis for the period of its appointment.

         Dealers or agents named in a Prospectus  Supplement may be deemed to be
underwriters  (within the  meaning of the  Securities  Act) of the Common  Stock
offered  thereby.  Unless  otherwise  set  forth  in the  applicable  Prospectus
Supplement,  such  dealers or agents  may,  under  agreements  with the  Selling
Security Holders,  be entitled to  indemnification by the Company or the Selling
Security Holders against certain civil liabilities under the Securities Act.

         Underwriters,  dealers  and agents may engage in  transactions  with or
perform services for the Company in the ordinary course of business.

         Offers to purchase Common Stock may be solicited, and sales thereof may
be made, by the Selling  Security  Holders directly to one or more purchasers in
fixed price offerings, in negotiated  transactions,  at market prices prevailing
at the time of sale or at prices related to such market prices.  Certain of such
purchasers may be deemed to be  underwriters  with respect to any resale by them
of Common  Stock so  acquired.  This  Prospectus  may be  delivered  by any such
purchaser  in  connection  with any such  resales.  Such  resales may be through
underwriters,  dealers or agents, or directly to one or more purchasers,  all in
the manner described above.



<PAGE>


                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the shares of Common Stock
offered  hereby  will be passed on for the  Company  by  Fried,  Frank,  Harris,
Shriver and Jacobson, New York, New York.


                                     EXPERTS

         The audited consolidated financial statements incorporated by reference
in this prospectus and elsewhere in the registration statement have been audited
by Arthur Andersen LLP,  independent public  accountants,  as indicated in their
report with respect thereto,  and are incorporated by reference in reliance upon
the authority of said firm as experts in giving said report.

         The audited  consolidated  financial  statements of Laidlaw Solid Waste
Management  Group  incorporated by reference in this Prospectus and elsewhere in
the Registration  Statement have been audited by Coopers & Lybrand,  independent
public accountants,  as indicated in their report with respect thereto,  and are
incorporated  herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing.

                              AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange  Commission (the
"Commission)" in Washington, D.C. a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
Common Stock  offered by this  Prospectus.  Statements  made in this  Prospectus
regarding the contents of any contract or document are not necessarily  complete
and, in each instance,  reference is hereby made to the copy of such contract or
document filed to the Registration  Statement.  Each such statement is qualified
in its  entirety  by  such  reference.  Certain  portions  of  the  Registration
Statement have not been included in this  Prospectus.  For further  information,
reference is made to the Registration Statement and the exhibits thereto.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Commission.  The  Registration  Statement (with  exhibits),  as well as such
reports, proxy statements and other information,  can be inspected and copied at
the public  reference  facilities  maintained by the Commission at its principal
offices at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549, its
regional offices at Northwestern  Atrium Center, 500 West Madison Street,  Suite
1400,  Chicago,  Illinois 60601 and 7 World Trade Center,  13th Floor, New York,
New York  10007,  and at its site on the World  Wide Web at  http://www.sec.gov.
Copies of such material can also be obtained at prescribed rates from the Public
Reference  Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549. The Common Stock is
listed on Nasdaq and  material  filed by the  Company  can be  inspected  at the
offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.


<PAGE>


Item 8.  Exhibits.

       Exhibit                              Description
        5.1               Opinion of Fried, Frank, Harris, Shriver and Jacobson
       23.1               Consent of Arthur Andersen LLP
       23.2               Consent of Coopers & Lybrand
       23.3               Consent of Fried, Frank, Harris, Shriver and Jacobson
                          (included in Exhibit 5.1 opinion)
       24.1               Power of Attorney (included on signature page)    



<PAGE>


                                POWER OF ATTORNEY

         Each of the  undersigned  hereby  appoints  Roger A.  Ramsey,  Henry L.
Hirvela,  Peter S.  Hathaway,  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.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  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 March 20, 1998.

                                 ALLIED WASTE INDUSTRIES, INC.
                                 By:    /s/ Henry L. Hirvela
                                            Henry L. Hirvela
                                  Vice President - Chief Financial Officer

         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 March 20, 1998.

   Signature                                  Title
/s/ ROGER A. RAMSEY              Chairman of the Board of Directors
Roger A. Ramsey

/s/ THOMAS H. VAN WEELDEN        Director, President and Chief Executive Officer
Thomas H. Van Weelden            (Principal Executive Officer)

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

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

/s/ NOLAN LEHMANN                Director
Nolan Lehmann

/s/ ALAN B. SHEPARD              Director
Alan B. Shepard

/s/ BRIAN A. O'LEARY             Director
Brian A. O'Leary

/s/ MICHAEL GROSS                Director
Michael Gross

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

/s/ DENNIS HENDRIX               Director
Dennis Hendrix

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

/s/ VINCENT TESE                 Director
Vincent Tese




 
<PAGE>


                                  EXHIBIT INDEX

                                                            Sequentially
                                                               Numbered
      Exhibit         Description                                Page
        5.1           Opinion of Fried, Frank, Harris, 
                      Shriver and Jacobson

       23.1           Consent of Arthur Andersen LLP

       23.2           Consent of Coopers & Lybrand

       23.3           Consent of Fried, Frank, Harris, 
                      Shriver and Jacobson

       24.1           Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING FOR REGISTRATION OF COMMON STOCK", "secsgml_size_bytes": 58670}]
{"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": "333-48357", "film-number": "98570062"}, "business-address": {"street1": "15880 NORTH GREENWAY-HADEN LOOP", "street2": "SUITE 100", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260", "phone": "6024232946"}, "mail-address": {"street1": "7201 E CAMELBACK RD", "street2": "STE 375", "city": "SCOTTSDALE", "state": "AZ", "zip": "85251"}}
Registration  No. 333-

     As filed with the Securities and Exchange Commission on March 20, 1998.

                       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           (I.R.S. Employer Identification Number)
 of 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 INCENTIVE STOCK 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:
                                 David C. Golay
                    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 Registered        be registered (1)   Price Per Share  Offering Price (2)   Registration Fee
                                                                    (2)                                   (2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share         1,000,000             $24.625         $24,625,000         $7,264
======================================================================================================================
(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  March  17,  1998.  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.

     This registration  statement registers additional securities related to the
     Allied Waste  Industries,  Inc. 1994 Amended and Restated  Incentive  Stock
     Plan of the  same  class  as  other  securities  for  which a  registration
     statement on Form S-8, no. 33-79654 (the Previous Registration  Statement",
     has been previously filed.  Pursuant to General Instruction E. of Form S-8,
     the contents of the Previous Registration Statement are hereby incorporated
     by reference.
PROSPECTUS

                                1,000,000 Shares

                          ALLIED WASTE INDUSTRIES, INC.

                                  Common Stock

     The 1,000,000 shares of common stock, par value $.01 per share (the "Common
Stock"),  of Allied Waste  Industries,  Inc. (the "Company" or "Allied") offered
hereby are issuable upon the exercise of certain  options granted to the Selling
Security  Holders under the Company's 1994 Amended and Restated  Incentive Stock
Plan and are being offered (the "Offering") by the Selling Security Holders. The
Company  will not  receive  any of the  proceeds  from the sale of the shares of
Common Stock offered hereby. See "Selling Security Holders."

         The Company's Common Stock is traded on the National Market Tier of The
Nasdaq Stock Market  ("Nasdaq")  under the symbol "AWIN." On March 17, 1998, the
last reported  closing sale price of the Common Stock on Nasdaq was $24.6875 per
share.

         The Common  Stock may be offered  and sold from time to time by Selling
Security  Holders  named herein  under the caption  "Selling  Security  Holders"
through  dealers or agents or directly to one or more  purchasers in fixed price
offerings, in negotiated  transactions,  at market prices prevailing at the time
of sale or at prices related to such market prices. The terms of the Offering of
Common Stock in respect of which this Prospectus is being  delivered,  including
any public  offering price,  any  commissions  paid to dealers or agents and the
proceeds to the Selling Security Holders,  and any other material terms shall be
as set forth in a Prospectus Supplement. See "Plan of Distribution."

     See "Risk Factors"  beginning on page 5 for a discussion of certain factors
that should be considered in connection with an investment in the Common Stock.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this Prospectus is March 20, 1998.
No dealer,  salesman or other person has been authorized to give any information
or to make any representation not contained in, or incorporated by reference in,
this Prospectus,  and, if given or made, such information or representation must
not be relied upon as having been  authorized  by the Company.  This  Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any of
the securities  offered hereby in any  jurisdiction  to any person to whom it is
unlawful to make such offer in such  jurisdiction.  Neither the delivery of this
Prospectus nor any sale made hereunder shall,  under any  circumstances,  create
any implication that the information  contained herein is correct as of any time
subsequent  to the date hereof,  or that there has been no change in the affairs
of the Company since such date.

                                TABLE OF CONTENTS

                                                                          Page
Incorporation of Certain Documents by Reference.....................        3
The Company.........................................................        4
Risk Factors........................................................        5
Disclosure Regarding Forward Looking Statements.....................       11
Selling Security Holders............................................       11
Plan of Distribution................................................       12
Legal Matters.......................................................       14
Experts.............................................................       14
Available Information...............................................       14

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed by the  Company  with  the  Commission
pursuant  to the  Exchange  Act are  incorporated  herein by  reference  (i) the
Company's  Annual  Report on form 10-K for the year ended  December 31, 1996, as
amended;  (ii) the Company's Quarterly Reports on Form 10-Q, as amended, for the
quarters ended March 31, 1997,  June 30, 1997 and September 30, 1997;  (iii) the
Company's  Definitive Proxy Materials in accordance with Schedule 14A dated June
10, 1997;  (iv) the  Company's  Current  Reports on Form 8-K, as amended,  dated
January 9, 1997, January 30, 1997,  February 14, 1997, February 19, 1997, May 2,
1997,  August 27, 1997 and November 4, 1997;  (v) the  description of the Common
Stock set in the  Company's  Form 10 dated May 14, 1991;  and (vi) and all other
reports  filed by the  Company  pursuant  to Section  13(a),  14 or 15(d) of the
Exchange Act since December 31, 1996.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Exchange Act after the date of this  Prospectus  and before
the  termination of the Offering will be deemed to be  incorporated by reference
in this  Prospectus  and to be a part  hereof  from the date of  filing  of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated by reference in this  Prospectus  shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained in this Prospectus or in any other  subsequently  filed document which
also is or is deemed to be incorporated  by reference  modifies or replaces such
statement.

         The Company  will  provide  without  charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the  documents  incorporated  by reference in this  Prospectus,
other than exhibits to such  documents,  unless such  exhibits are  specifically
incorporated   by  reference   into  the   information   that  this   Prospectus
incorporates.  In addition, a copy of the Company's most recent annual report to
stockholders will be promptly  furnished,  without charge,  upon written or oral
request. All such requests should be directed to Allied Waste Industries,  Inc.,
15880 North  Greenway-Hayden  Loop, Suite 100, Scottsdale,  Arizona 85260, Attn:
Investor Relations, telephone (602) 423-2946.
THE COMPANY

         The  Company is a major solid  waste  management  company in the United
States,  as  measured  by  revenues.  The  Company  is a  vertically-integrated,
non-hazardous  solid waste management  company providing  collection,  transfer,
processing  and disposal  services.  As of January 31, 1998,  the Company serves
approximately 1.4 million customers in 18 states. The Company currently conducts
its  operations  through a  network  of 79  collection  companies,  43  transfer
stations, 57 landfills and 21 recycling facilities.  The Company has revenues of
$246.7  million  for the year ended  December  31,  1996 and $205.1  million and
$633.3  million  for  the  nine  months  ended  September  30,  1996  and  1997,
respectively.  The substantial  increase in revenues in the first nine months of
1997  compared  to the same  period  in 1996 is  primarily  attributable  to the
acquisition by Allied of the solid waste business of Laidlaw Inc.
("Laidlaw") on December 30, 1996 (the "Laidlaw Acquisition").

         Allied was incorporated under the laws of the State of Delaware in July
1989.  The  principal  executive  offices of Allied are  located at 15880  North
Greenway-Hayden  Loop, Suite 100, Scottsdale,  Arizona,  85260 and its telephone
number is (602) 423-2946.
RISK FACTORS

In  evaluating  the  Company  and its  business,  prospective  investors  should
carefully  consider  all of the  information  set forth in this  Prospectus  and
should give particular attention to the following risk factors.

Risks  Associated  with  Allied's  Strategy;  Potential  Difficulty  in  
Obtaining  Suitable  Landfills,   Collection Operations, Transfer Stations 
and Permits

         Allied's  strategy  depends on its  ability  to  identify  and  acquire
appropriate landfills, collection operations and transfer stations. There can be
no  assurance  that  Allied  will  be  able to  locate  appropriate  acquisition
candidates,  that any  identified  candidates  will be acquired or that acquired
operations will be integrated effectively or prove profitable.  Completion of an
acquisition  requires  the  expenditure  of sizable  amounts of capital  and the
competition  among  companies  pursuing an  acquisition  strategy  may  increase
capital requirements. Allied could be forced to alter its strategy in the future
if such  candidates  become  unavailable or too costly.  In addition,  obtaining
permits to operate  non-hazardous  solid waste landfills has become increasingly
difficult  and  expensive,  often taking a number of years to obtain,  requiring
numerous hearings and compliance with zoning, environmental and other regulatory
measures,  and often being subject to  resistance  from citizen or other groups.
There can be no  assurance  that  Allied will be  successful  in  obtaining  the
permits it requires,  and an  inability  to receive  such permits  could have an
adverse effect on Allied's future results of operations. In some areas, suitable
land may be unavailable for new landfill  sites.  There can be no assurance that
Allied will be  successful  in  obtaining  new landfill  sites or expanding  the
permitted  capacity of its current landfills once its landfill capacity has been
consumed. In such event, Allied could be forced to dispose of collected waste at
landfills  operated by its  competitors,  which could have an adverse  effect on
Allied's landfill revenues and collection expenses.

Limited Operating History in Regard to Acquired Businesses

         Allied has a limited  operating  history  with regard to a  significant
portion of its operations. During 1996, Allied acquired 21 companies,  excluding
the Laidlaw Acquired Businesses (as defined below), which collectively comprised
approximately  $78.8  million or 31.9% of Allied's  revenue in 1996. In December
1996, Allied acquired (the "Laidlaw Acquisition")  substantially all of the non-
hazardous  solid  waste   management   businesses   conducted  by  Laidlaw  Inc.
("Laidlaw")  in the United  States and  Canada.  The  businesses  acquired  from
Laidlaw (on a pro forma basis after  giving  effect to the sale by Allied of all
of the Canadian solid waste business  acquired in the Laidlaw  Acquisition,  the
"Laidlaw Acquired  Businesses")  generated  revenues for the twelve months ended
November 30, 1996 of  approximately  $494.5  million.  The revenues for the year
ended  December 31, 1996  generated by the  operations of Allied  excluding such
Laidlaw Acquired Businesses were approximately $246.7 million.

         Allied expects to continue to acquire appropriate landfills, collection
operations  and  transfer  stations in the future.  The  financial  position and
results  of  operations  of Allied  will  depend to a large  extent on  Allied's
ability to integrate  acquired  operations  effectively and to realize  expected
financial benefits and operational efficiencies.  There can be no assurance that
Allied's  efforts to integrate  acquired  operations will be effective,  or that
expected  financial  benefits  and  operational  efficiencies  will be realized.
Failure  to  effectively  integrate  acquired  operations  could have an adverse
effect on Allied's future results of operations.  As Allied  continues to pursue
its acquisitions  strategy in the future,  its financial position and results of
operations may fluctuate significantly from period to period.
Capital Requirements and Limited Working Capital

         Allied intends to fund its cash needs through cash flow from operations
and borrowings  under an Amended and Restated Bank Agreement (the "Senior Credit
Facility")  dated October 1, 1997 with Goldman Sachs Credit  Partners,  L.P., as
syndication  agent,  Credit Suisse First Boston,  as  administrative  agent, and
Citibank, N.A., as documentation agent, and the other bank lenders named therein
and its equipment lease  facilities.  Because of the capital intensive nature of
the solid waste industry, Allied may use amounts in excess of the cash generated
from  operations  to retire and  service  debt and fund  acquisitions,  landfill
development  and  capital  expenditures.   A  substantial  portion  of  Allied's
available cash will be required to be applied to service indebtedness,  which is
expected  to  include  approximately  $156.1  million  in annual  principal  and
interest  payments.  During  1998,  Allied also  expects to spend  approximately
$209.3  million  for  capital,   closure  and   post-closure,   and  remediation
expenditures and has provided  approximately $311 million in financial assurance
obligations  related to its  landfill  operations.  Amounts  expended on capital
expenditures  and financial  assurance  obligations will increase as a result of
any  acquisitions  or  expansions of Allied's  operations.  As a result of these
capital requirements, Allied may periodically have low levels of working capital
or be required to finance working capital deficits.

         Further regulatory action by federal, state and local governments could
accelerate  expenditures  for closure and  post-closure  monitoring and obligate
Allied to spend sums in addition to those presently  reserved for such purposes.
These  factors,   together  with  the  other  factors  discussed  above,   could
substantially  increase Allied's  operating costs and impair Allied's ability to
invest in its facilities.

         Allied's ability to make scheduled  payments of principal of, or to pay
interest on, or to refinance its indebtedness depends on its future performance,
which,  to  a  certain  extent,  is  subject  to  general  economic,  financial,
competitive, legislative, regulatory and other factors beyond its control. Based
upon the current  level of  operations  and  anticipated  growth,  management of
Allied  believes that  available cash flow,  together with  available  borrowing
under the  Senior  Credit  Facility,  and other  sources of  liquidity,  will be
adequate to meet Allied's  anticipated future  requirements for working capital,
letters-of-credit,  capital expenditures and scheduled payments of principal of,
and interest on debt incurred under the Senior Credit Facility,  and interest on
the Allied Waste North America  ("AWNA")  10.25% Senior  Subordinated  Notes due
2006 (the "AWNA Notes") and,  commencing  December 1, 2002,  on Allied's  11.30%
Senior  Discount  Notes due 2007 (the "Allied  Notes").  However,  the principal
payments  at  maturity  on the AWNA  Notes  and the  Allied  Notes  may  require
refinancing.  There can be no assurance  that  Allied's  business  will generate
sufficient cash flow from operations or that future financings will be available
in an amount  sufficient to enable Allied or AWNA to service its indebtedness or
to make  necessary  capital  expenditures,  or that  any  refinancing  would  be
available on commercially  reasonable terms, or at all. Additionally,  depending
on  the  timing,  amount  and  structure  of any  future  acquisitions  and  the
availability of funds under the Senior Credit Facility, Allied may need to raise
additional  capital to fund the acquisition and integration of additional  solid
waste  businesses.  There can be no assurance that Allied will be able to secure
such additional funding on favorable terms, if at all.

Competition from Other Companies and Municipalities; Landfill Alternatives

         The  non-hazardous  solid waste  industry is led by five large national
waste  management  companies,  one of which is  Allied,  and  includes  numerous
regional  and local  companies,  all of which  contribute  to the high  level of
competition  that  characterizes  the  industry.  Some of these  companies  have
considerably  greater  financial  and  operational  resources  than  Allied.  In
addition,  cities and  counties  that  operate  their own waste  collection  and
disposal  facilities  often enjoy the benefits of  tax-exempt  financing and may
control the disposal of waste collected within their jurisdictions.
Alternatives  to landfill  disposal,  such as recycling and composting,
are increasingly  being used, and incineration  continues to be utilized in some
markets in which Allied operates. There has also been an increasing trend at the
state and local levels to mandate waste  reduction at the source and to prohibit
the disposal of certain types of wastes, such as yard wastes, at landfills. This
trend may result in a  reduction  in the volume of waste going to  landfills  in
certain  areas,  which may affect  Allied's  ability to operate its landfills at
their full  capacity  and/or  affect the prices that can be charged for landfill
disposal  services.  In addition,  most of the states in which  Allied  operates
landfills  have  adopted  plans or  requirements  that set goals  for  specified
percentages of certain solid waste items to be recycled.  These  recycling goals
will be phased in over the next few years.

Substantial Leverage; Ability to Service Debt; Dependence on Distributions from
Subsidiaries

         Allied has  substantial  indebtedness  with  significant  debt  service
requirements  and  is  highly  leveraged.   At  September  30,  1997,   Allied's
consolidated debt was approximately $1,168.3 million. The degree to which Allied
is leveraged  has  important  consequences,  including  the  following:  (i) the
ability of Allied to obtain  additional  financing  in the  future,  whether for
working capital,  capital expenditures,  acquisitions or other purposes,  may be
impaired,  (ii) a substantial  portion of Allied's cash flow from  operations is
required to be dedicated  to the payment of principal  and interest on its debt,
thereby  reducing funds available to Allied for other  purposes,  (iii) Allied's
flexibility  in planning for or reacting to changes in market  conditions may be
limited,  (iv) Allied may be more  vulnerable  in the event of a downturn in its
business  and (v) to the extent of  Allied's  outstanding  debt under the Senior
Credit  Facility at  variable  rates that have not been  hedged,  Allied will be
vulnerable to increases in interest rates. At September 30, 1997,  approximately
$297 million in aggregate  borrowings were  outstanding  under the Senior Credit
Facility. All borrowings under the Senior Credit Facility will mature in 2003.

         The ability of Allied to meet its debt service  obligations will depend
on the future operating  performance and financial results of Allied, which will
be subject in part to factors  beyond  the  control of Allied.  Although  Allied
believes  that its cash flow will be  adequate  to meet its  interest  payments,
there can be no assurance that Allied will continue to generate  earnings in the
future  sufficient to cover its fixed  charges.  If Allied is unable to generate
earnings in the future  sufficient  to cover its fixed  charges and is unable to
borrow  sufficient  funds under either the Senior Credit  Facility or from other
sources,  it may be required to refinance  all or a portion of its existing debt
or to sell all or a portion  of its  assets.  There can be no  assurance  that a
refinancing  would be possible,  nor can there be any assurance as to the timing
of any asset sales or the  proceeds  which Allied could  realize  therefrom.  In
addition,  the terms of certain of its debt  restrict  Allied's  ability to sell
assets and Allied's use of the proceeds therefrom.

         Allied  holds all of its  assets  and  conducts  all of its  operations
through its subsidiary AWNA and AWNA's subsidiaries.  Allied thus derives all of
its  operating  income and cash flow from AWNA and must rely upon  distributions
from AWNA to generate the funds  necessary to meet its  obligations.  If for any
reason,  including a shortfall in anticipated operating results or proceeds from
asset sales, AWNA were unable to meet its debt service obligations,  it would be
in  default  under the  terms of  certain  of its  debt.  In the event of such a
default,  the  holders  of such debt  could  elect to  declare  all of such debt
immediately  due and  payable,  including  accrued and unpaid  interest,  and to
terminate their commitments with respect to funding obligations under such debt.
In addition,  such holders could proceed  against any collateral  which,  in the
case of certain debt, consists of the capital stock of AWNA and its subsidiaries
and substantially  all of the assets of AWNA and its  subsidiaries.  Any default
with respect to any of AWNA's debt could result in a default under other debt or
result in the bankruptcy of AWNA.
Restrictions Imposed by the Senior Credit Facility, the Allied Notes and the
AWNA Notes

         The Senior Credit  Facility and the  indentures  relating to the Allied
Notes and the AWNA Notes contain a number of significant  covenants that,  among
other  things,  will  restrict  the  ability of Allied and its  subsidiaries  to
dispose of assets,  incur  additional  indebtedness,  incur liens on property or
assets, repay other indebtedness,  pay dividends, enter into certain investments
or  transactions,  repurchase  or redeem  capital  stock,  engage in  mergers or
consolidations,   or  engage  in  certain  transactions  with  subsidiaries  and
affiliates  and  otherwise  restrict  corporate  activities.  There  can  be  no
assurance that such  restrictions  will not adversely affect Allied's ability to
finance  its  future  operations  or capital  needs or engage in other  business
activities that may be in the interest of Allied. In addition, the Senior Credit
Facility  also requires  Allied to maintain  compliance  with certain  financial
ratios.  The  ability of Allied to comply  with such  ratios may be  affected by
events  beyond  Allied's  control.  A breach  of any of these  covenants  or the
inability of Allied to comply with the required financial ratios could result in
a default under the Senior Credit  Facility or either or both of the  indentures
relating  to the  Allied  Notes  and the AWNA  Notes.  In the  event of any such
default  under the Senior Credit  Facility,  the lenders under the Senior Credit
Facility  could elect to declare  all  borrowings  outstanding  under the Senior
Credit  Facility,  together with accrued  interest and other fees, to be due and
payable,  to  require  Allied to apply all of its  available  cash to repay such
borrowings  or to prevent  Allied  from  making  debt  service  payments  on any
indebtedness of Allied.  If Allied were unable to repay any such borrowings when
due, the lenders  could  proceed  against  their  collateral.  In the event of a
default under the indenture  relating to the Allied Notes or the AWNA Notes, the
holders of such notes could elect to declare  such notes to be due and  payable.
If the indebtedness  under the Senior Credit  Facility,  the Allied Notes or the
AWNA  Notes were to be  accelerated,  it is  unlikely  that the assets of Allied
and/or AWNA would be sufficient  to repay  amounts due on other debt  securities
then outstanding.

Reliance on Management

         Allied will rely significantly on the services of its senior management
team. Allied could be adversely  affected if any member of the senior management
team were  unwilling or unable to continue in Allied's  employ.  There can be no
assurance  that Allied  will be  successful  in  locating,  hiring or  retaining
qualified personnel.

Cost of Compliance with Environmental Regulations; Risk of Future Litigation

         The scope and  stringency of laws and  regulations  designed to protect
the environment  have increased  dramatically.  Compliance with the evolving and
expanding  regulatory  requirements,  including  the adoption in October 1991 of
Subtitle D regulations  ("Subtitle D") pursuant to the Resource Conservation and
Recovery  Act of 1976,  as amended  ("RCRA"),  has been and will  continue to be
costly.  Rigorous  regulatory  standards  require waste management  companies to
enhance or  replace  equipment  and to modify  landfill  operations  or, in some
cases, to close landfills. There can be no assurance that Allied will be able to
implement price increases  sufficient to offset the cost of complying with these
standards.  In  addition,  environmental  regulatory  changes  could  accelerate
expenditures for closure and  post-closure  monitoring at solid waste facilities
and obligate  Allied to spend sums in addition to those  presently  reserved for
such purposes.  These factors could increase  substantially  Allied's  operating
costs as well as the possibility of the impairment of Allied's investment in its
facilities.

         In addition to the costs of complying with  environmental  regulations,
Allied will continue to be involved in legal  proceedings in the ordinary course
of business.  Government agencies may seek to impose fines on Allied for alleged
failure to comply with laws and  regulations or to revoke or to deny the renewal
of, Allied's permits and licenses. In addition,  governmental  agencies, as well
as  surrounding   landowners,   may  assert  claims   against  Allied   alleging
environmental  damage or  violations  of permits and licenses  pursuant to which
Allied operates. Citizens' groups have become increasingly active in challenging
the grant or renewal of permits and licenses,  and responding to such challenges
has further  increased the costs  associated  with  permitting new facilities or
expanding current facilities. A significant judgment against Allied, the loss of
a significant  permit or license or the  imposition of a significant  fine could
have a material adverse affect on Allied's financial condition.
         Certain  of  Allied's   waste   disposal   operations   traverse  state
boundaries.   Such  operations  could  be  adversely  affected  if  the  federal
government  or a state in which a  landfill  is  located  limits  or  prohibits,
imposes  discriminatory  fees on, or  otherwise  seeks to  discourage  disposal,
within state boundaries, of waste collected outside of the state.

         As a  condition  to  the  Laidlaw  Acquisition,  Allied  engaged  Emcon
Environmental Services, Inc. ("Emcon"), an independent environmental consultant,
to conduct environmental assessments of the subsidiaries acquired in the Laidlaw
Acquisition (the "LSW Subsidiaries"). In its reports (the "Emcon Report"), Emcon
identified  several  contaminated  landfills  and  other  locations,   including
landfills and other  locations  owned by the LSW  Subsidiaries,  that could pose
significant  sources  of  liability  to  the  LSW  Subsidiaries.  The  costs  of
performing   the   investigation,   design,   remediation   and   allocation  of
responsibility to the subsidiaries of Allied vary  significantly  between sites.
Based on the information available, Allied recorded a provision of $51.5 million
for environmental matters, including closure and post-closure costs, in the 1996
consolidated  statement of operations  and expects these amounts to be disbursed
over the next 30 years.  The actual liability at these sites cannot currently be
determined  due  to a  number  of  uncertainties  including  the  extent  of the
contamination,   the  appropriate  remedy,  the  financial  viability  of  other
potentially responsible parties and the ultimate apportionment of responsibility
among such potentially responsible parties.

     The  representations  made by the  Laidlaw  sellers  in the Stock  Purchase
Agreement,  dated  September  17, 1996,  among Allied,  AWNA and Laidlaw,  among
others,   relating  to  the  Laidlaw   Acquisition  (the  "Laidlaw   Acquisition
Agreement") with respect to environmental  matters (i) terminated on the closing
of the Laidlaw  Acquisition as to all matters  disclosed in writing to Allied at
least five business days prior to the closing or disclosed  with  specificity in
the Emcon Report and (ii)  terminate on the third  anniversary of the closing of
the Laidlaw  Acquisition as to all matters other than those  described in clause
(i) and which are known to Laidlaw on the closing date. The Laidlaw  Acquisition
Agreement  further  provided that  Laidlaw's  indemnification  obligations  with
respect  to  environmental  matters  would be limited to the amount by which the
aggregate  of all such  damages  exceed a $1.0 million  basket,  without  giving
effect  to any  materiality  qualifications.  At  the  closing  of  the  Laidlaw
Acquisition,  Allied and Laidlaw entered into a Special Environmental Indemnity,
which provided that the indemnity in respect of properties located at Etobicoke,
Ontario, Delafield,  Wisconsin and Gary Lagoons, Indiana would not be subject to
the three-year  limitation or any basket. In connection with Allied's repurchase
of two junior  subordinated  debentures  with an aggregate face amount of $318.3
million and a warrant to acquire 20.4 million shares of Allied common stock, all
of which were  issued as  consideration  in the  Laidlaw  Acquisition,  for cash
consideration of $230 million,  Allied has agreed that the indemnity for damages
arising out of the  Etobicoke,  Ontario and Delafield,  Wisconsin  sites will be
limited to a three-year  period from the closing of the Laidlaw  Acquisition and
to an amount in excess of a $25 million  basket with such $25 million  basket to
be  reduced  by any  damages  to which  the $1  million  basket  in the  Laidlaw
Acquisition Agreement applies.

Hazardous Substances Liability

         The Comprehensive  Environmental  Response,  Compensation and Liability
Act of 1980, as amended  ("CERCLA"),  has been  interpreted  to impose joint and
several  liability on current and former  owners or operators of  facilities  at
which  there  has  been  a  release  or a  threatened  release  of a  "hazardous
substance" and on persons who generate, transport or arrange for the disposal of
such  substances  at  the  facility.  Hundreds  of  substances  are  defined  as
"hazardous" under CERCLA and their presence,  even in minute amounts, can result
in  substantial   liability.   The  statute  provides  for  the  remediation  of
contaminated  facilities  and  imposes  costs on the  responsible  parties.  The
expense of conducting  such a cleanup can be  significant.  Notwithstanding  its
efforts to comply with  applicable  regulations  and to avoid  transporting  and
receiving  hazardous  substances,  such  substances  may  be  present  in  waste
collected  by Allied or disposed  of in its  landfills,  or in waste  collected,
transported or disposed of in the past by acquired companies.  Cleanup liability
may  arise  under  various  state  laws  similar  to  CERCLA.  As  used  in this
Prospectus, "non-hazardous waste" means substances, including asbestos, that are
not defined as hazardous wastes under federal regulations.
Potential Undisclosed Liabilities Associated with Acquisitions

         In  connection  with any  acquisition  of business or assets by Allied,
there may be liabilities  that Allied fails or is unable to discover,  including
liabilities arising from non-compliance with environmental laws by prior owners,
and for which Allied, as a successor owner, may be responsible.

Potential Uninsured or Underinsured Environmental Liabilities

         As is typically the case in the solid waste industry, Allied is able to
obtain  only very  limited  environmental  impairment  insurance  regarding  its
landfills.  An uninsured or  underinsured  claim of sufficient  magnitude  would
require  Allied to fund such claim from cash flow  generated  by  operations  or
borrowings under the Senior Credit Facility or other sources of liquidity. There
can be no  assurance  that  Allied  would be able to fund any  such  claim  from
operations, the Senior Credit Facility or elsewhere.

Laidlaw Tax Indemnification

         Laidlaw has disclosed to Allied the existence of a tax controversy (the
"Tax  Controversy")  in the  amount of more than $385  million  with the  United
States Internal  Revenue  Service (the "IRS")  involving the  consolidated  U.S.
federal  income tax  liability  for the fiscal  years 1986  through  1991 of the
members of an affiliated group of corporations  (the "LTI U.S.  Consolidated Tax
Group")  within the  meaning of Section  1504(c) of the  Internal  Revenue  Code
("IRC"),  of which  Laidlaw  Transportation,  Inc.  ("LTI") is the common parent
corporation  (which includes LTI, those Laidlaw  Acquired  Businesses  which are
incorporated  in  the  U.S.  (the  "LSW  U.S.  Subsidiaries"),  and  other  U.S.
subsidiaries of LTI which were not acquired in the Laidlaw Acquisition). The LTI
U.S.  Consolidated  Tax Group has also  received  notice that fiscal years 1992,
1993 and 1994 will be examined regarding this issue. Under Treasury  Regulations
promulgated  under  Section  1502  of the  IRC,  each  member  of the  LTI  U.S.
Consolidated  Tax  Group  including  each  LSW U.S.  Subsidiary,  is or could be
severally  liable for United States federal income tax liabilities of the entire
LTI U.S.  Consolidated  Tax  Group,  including  all  amounts at issue in the Tax
Controversy which are ultimately determined to be owed.

         Allied  has  obtained  an  indemnity   from  Laidlaw   certain  of  its
subsidiaries  (the "Laidlaw Group") which covers the amounts at issue in the Tax
Controversy  for which any LSW U.S.  Subsidiary  may ultimately be found liable.
The obligation of the Laidlaw Group is to indemnify Allied in respect of amounts
at  issue in the Tax  Controversy  is a  general,  unsecured  obligation  of the
Laidlaw  Group.  The  ability  of the  Laidlaw  Group  to pay and  fulfill  such
indemnification obligation will depend on the financial condition of the Laidlaw
Group at the time of any required  performance of such  obligation,  as to which
Allied has no assurance.

Shares Eligible for Future Sale; Potential Adverse Effect on Stock Price; 
Registration Rights

     Based on the number of  outstanding  shares of Common  Stock as of February
28, 1998, Allied has outstanding a total of 112,670,209  shares of Common Stock,
including  804,942  shares of Common Stock subject to  outstanding  warrants and
7,189,986 shares of Common Stock subject to stock options granted under Allied's
stock  options  plans.  See Note 8 of Notes to Allied's  Consolidated  Financial
Statements,  included in Allied's Annual Report on Form 10-K for the fiscal year
ended  December  31,  1996,  as  amended,  filed  under  the  Exchange  Act  and
incorporated  by  reference  herein.  Of such shares,  approximately  86,205,062
shares of Common Stock, and approximately, 572,827 shares issuable upon exercise
of warrants held by  non-affiliates of Allied and 1,296,872 shares issuable upon
exercise  of vested  stock  options  held by  non-affiliates  of Allied  will be
immediately eligible for sale in the public market without  restriction,  except
for shares  purchased by or issued to an affiliate of Allied (within the meaning
of the Securities Act), which will be subject to the resale  limitations of Rule
144 promulgated under the Securities Act.  26,376,765 shares of Common Stock are
owned by certain  private  securities  investment  funds  affiliated with either
Apollo  Advisors II, L.P. or the  Blackstone  Group  (collectively,  the "Apollo
Blackstone Investors"). For so long as the Apollo/Blackstone Investors remain an
affiliate of Allied,  any shares of Common  Stock held by the  Apollo/Blackstone
Investors  will only be available for public sale if such shares are  registered
under the Securities Act of wold in accordance with an applicable exemption from
registration,  such  as  Rule  144,  pursuant  to  which  the  Apollo/Blackstone
Investors would be subject to the volume and other  limitations under such rule.
Three  months  after  the  Apollo/Blackstone  Investors  were to  cease to be an
affiliate of Allied,  all of such shares held for more than two years would then
immediately  become  eligible  for  public  sale  without  being  subject to the
limitations  of Rule 144.  In  addition,  the  Apollo/Blackstone  Investors  are
entitled to require  Allied to register their shares of Common Stock at any time
after May 15, 1999 and holders of 129,250  shares of Common Stock and holders of
warrants to purchase 647,827 shares of Common Stock currently may require Allied
to register their shares of Common Stock.  Allied and its  directors,  executive
officers and regional vice presidents have agreed not to sell,  contract to sell
or otherwise  dispose of any shares of Common Stock or any  securities of Allied
that are  substantially  similar  to the  shares of Common  Stock,  or any other
security  convertible  into or exchangeable  for, or that represent the right to
receive shares of Common Stock or any such similar securities, except for shares
of Common Stock issuable  pursuant to convertible debt securities,  warrants and
stock options  outstanding on the date of this Prospectus  Supplement and shares
of Common Stock (or securities convertible or exchangeable into shares of Common
Stock) to be issued solely in connection with  acquisitions,  for a period of 90
days after the date of this  Prospectus  Supplement  without  the prior  written
consent of the Underwriter, except for the shares of Common Stock offered in the
Offerings.

         No prediction  can be made as to the effect,  if any, that future sales
of shares,  or the  availability  of shares for  future  sale,  will have on the
market  price  of the  Common  stock  prevailing  from  time to  time.  Sales of
substantial amounts of Common Stock (including shares issuable upon the exercise
of stock  options),  or the  perception  that  such  sales  could  occur,  could
adversely affect prevailing market prices for the Common Stock.

Impact of Adverse Weather Conditions

         The  collection  and landfill  operations  of Allied could be adversely
affected by protracted  periods of inclement weather which delay the development
of  landfill  capacity,  the  transfer  of waste or reduce  the  volume of waste
generated.  There can be no  assurance  that  protracted  periods  of  inclement
weather will not have a material  adverse  effect on Allied's  future results of
operations.

                 DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

         This Prospectus  contains certain  statements that are "Forward Looking
Statements"  within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act.  Those  statements  include,  among other  things,  the
discussions  of the  Company's  business  strategy and  expectations  concerning
market  position,  future  operations,  margins,  profitability,  liquidity  and
capital  resources,  as well as statements  concerning  the  integration  of the
operations of  businesses  and assets that have been acquired by the Company and
the achievement of financial benefits and operational efficiencies in connection
therewith. Although the Company believes that the expectations reflected in such
Forward Looking Statements are reasonable,  they can give no assurance that such
expectations  will prove to be correct.  Generally,  these statements  relate to
business  plans  or  strategies,  projected  or  anticipated  benefits  or other
consequences of such plans or strategies,  number of acquisitions  and projected
or anticipated  benefits from acquisitions made by or to be made by the Company,
or projections  involving anticipated revenues,  expenses,  earnings,  levels of
capital  expenditures  or other  aspects  of  operating  results  and  financial
conditions.  All phases of the operations of the Company are subject to a number
of  uncertainties,  risks and other  influences,  many of which are  outside the
control of the Company and any one of which,  or a combination  of which,  could
materially  affect the  results of the  Company's  operations  and  whether  the
Forward Looking  Statements made by the Company ultimately prove to be accurate.
Important  factors that could cause actual results to differ materially from the
Company's expectations are disclosed in this section and in "Risk Factors."

                            SELLING SECURITY HOLDERS

         The  following  table sets forth  certain  information  regarding  each
Selling Security Holder at December 31, 1997.
Percentage
Name                                                                                                   Owned After
                                                     Number of       Shares Owned      Shares Owned     Offering
                                                   Shares Offered   Before Offering   After Offering
Roger A. Ramsey.................................       500,000 (1)     1,141,848 (2)      908,848          0.9
Thomas H. Van Weelden...........................       500,000 (1)     1,529,194 (3)    1,295,860          1.2
(1)  Includes  300,000  shares of Common Stock that may be acquired on the exercise of options  after the  underlying
     options vest.
(2)  Includes (i) 694 shares of Common Stock that are  beneficially  owned by an
     affiliate of Mr. Ramsey and (ii) 809,675 shares of Common Stock that may be
     acquired on the exercise of options.
(3)  Includes 632,175 shares of Common Stock that may be acquired on the exercise of options and warrants.
The number of shares of Common  Stock set forth above under the caption
"Number of Shares Offered"  represents the aggregate  number of shares of Common
Stock offered by each Selling  Security  Holder.  The number of shares of Common
Stock set forth above under the  captions  "Shares  Owned Before  Offering"  and
`Shares Owned After Offering" represent the aggregate number of shares of Common
Stock  beneficially  owned by each  Selling  Security  Holder  before  and after
completion of the Offering,  respectively.  The number set forth above under the
caption  "Percentage  Owned After  Offering"  represents  the  percentage of the
Common Stock beneficially owned by each Selling Security Holder after completion
of the Offering.  Each Selling Security Holder may, but is not required to, sell
all of the shares of Common Stock owned by such Selling Security Holder.

         Roger A. Ramsey is the current  Chairman of the Board of the  Company. 
Thomas H. Van Weelden is the current President and Chief Executive Officer of
the Company.

                              PLAN OF DISTRIBUTION

         The  Selling  Security  Holders  may offer the  shares of Common  Stock
subject to this Prospectus from time to time, on Nasdaq or otherwise,  in one or
more offerings  through  underwriters,  dealers or agents, or directly to one or
more purchasers in fixed price offerings, in negotiated transactions,  at market
prices  prevailing  at the  time of sale or at  prices  related  to such  market
prices.

         If underwriters are used in any offering of shares of Common Stock, the
underwriter  or  underwriters  with respect to such  offering will be named in a
Prospectus  Supplement.  Only underwriters named in a Prospectus Supplement will
be deemed to be  underwriters  in  connection  with the  shares of Common  Stock
offered   thereby.   Firms  not  so  named  will  have  no  direct  or  indirect
participation in the underwriting of such Common Stock, although such a firm may
participate  in the  distribution  of  such  Common  Stock  under  circumstances
entitling  it to a  dealer's  commission.  Unless  otherwise  set  forth  in the
Prospectus  Supplement  relating to such offering,  any  underwriting  agreement
pertaining  to any  offering  of shares of Common  Stock  will (i)  entitle  the
underwriters to  indemnification by the Company and the Selling Security Holders
against  certain civil  liabilities  under the Securities Act; (ii) provide that
the  obligations  of the  underwriters  will be subject  to  certain  conditions
precedent; and (iii) provide that the underwriters will be obligated to purchase
all shares of such  Common  Stock so offered  if any  shares are  purchased.  If
underwriters  are  used in any  offering  of  Common  Stock,  the  names of such
underwriters,  the anticipated  date of delivery and other material terms of the
transaction  will be set forth in the  Prospectus  Supplement  relating  to such
offering.
If a dealer  is used in any  offering  of  Common  Stock,  the  Selling
Security  Holder will sell such  Common  Stock to the dealer as  principal.  The
dealer may then resell such Common  Stock to the public at varying  prices to be
determined by such dealer at the time of resale.  The name of the dealer and the
material terms of the transaction will be set forth in the Prospectus Supplement
relating to such offering.

         Common Stock may be offered  through  agents  designated by the Selling
Security  Holders from time to time. Any such agent will be named, and the terms
of any such  agency will be set forth,  in the  Prospectus  Supplement  relating
thereto.  Unless  otherwise set forth in such  Prospectus  Supplement,  any such
agent will be acting on a best efforts basis for the period of its appointment.

         Dealers or agents named in a Prospectus  Supplement may be deemed to be
underwriters  (within the  meaning of the  Securities  Act) of the Common  Stock
offered  thereby.  Unless  otherwise  set  forth  in the  applicable  Prospectus
Supplement,  such  dealers or agents  may,  under  agreements  with the  Selling
Security Holders,  be entitled to  indemnification by the Company or the Selling
Security Holders against certain civil liabilities under the Securities Act.

         Underwriters,  dealers  and agents may engage in  transactions  with or
perform services for the Company in the ordinary course of business.

         Offers to purchase Common Stock may be solicited, and sales thereof may
be made, by the Selling  Security  Holders directly to one or more purchasers in
fixed price offerings, in negotiated  transactions,  at market prices prevailing
at the time of sale or at prices related to such market prices.  Certain of such
purchasers may be deemed to be  underwriters  with respect to any resale by them
of Common  Stock so  acquired.  This  Prospectus  may be  delivered  by any such
purchaser  in  connection  with any such  resales.  Such  resales may be through
underwriters,  dealers or agents, or directly to one or more purchasers,  all in
the manner described above.
LEGAL MATTERS

         Certain  legal  matters in  connection  with the shares of Common Stock
offered  hereby  will be passed on for the  Company  by  Fried,  Frank,  Harris,
Shriver and Jacobson, New York, New York.

                                     EXPERTS

         The audited consolidated financial statements incorporated by reference
in this prospectus and elsewhere in the registration statement have been audited
by Arthur Andersen LLP,  independent public  accountants,  as indicated in their
report with respect thereto,  and are incorporated by reference in reliance upon
the authority of said firm as experts in giving said report.

         The audited  consolidated  financial  statements of Laidlaw Solid Waste
Management  Group  incorporated by reference in this Prospectus and elsewhere in
the Registration  Statement have been audited by Coopers & Lybrand,  independent
public accountants,  as indicated in their report with respect thereto,  and are
incorporated  herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing.

                              AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange  Commission (the
"Commission)" in Washington, D.C. a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
Common Stock  offered by this  Prospectus.  Statements  made in this  Prospectus
regarding the contents of any contract or document are not necessarily  complete
and, in each instance,  reference is hereby made to the copy of such contract or
document filed to the Registration  Statement.  Each such statement is qualified
in its  entirety  by  such  reference.  Certain  portions  of  the  Registration
Statement have not been included in this  Prospectus.  For further  information,
reference is made to the Registration Statement and the exhibits thereto.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Commission.  The  Registration  Statement (with  exhibits),  as well as such
reports, proxy statements and other information,  can be inspected and copied at
the public  reference  facilities  maintained by the Commission at its principal
offices at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549, its
regional offices at Northwestern  Atrium Center, 500 West Madison Street,  Suite
1400,  Chicago,  Illinois 60601 and 7 World Trade Center,  13th Floor, New York,
New York  10007,  and at its site on the World  Wide Web at  http://www.sec.gov.
Copies of such material can also be obtained at prescribed rates from the Public
Reference  Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549. The Common Stock is
listed on Nasdaq and  material  filed by the  Company  can be  inspected  at the
offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.
Item 8.  Exhibits.

       Exhibit                              Description
        5.1               Opinion of Fried, Frank, Harris, Shriver and Jacobson
       23.1               Consent of Arthur Andersen LLP
       23.2               Consent of Coopers & Lybrand
       23.3               Consent of Fried, Frank, Harris, Shriver and Jacobson
                          (included in Exhibit 5.1 opinion)
       24.1               Power of Attorney (included on signature page)
POWER OF ATTORNEY

         Each of the  undersigned  hereby  appoints  Roger A.  Ramsey,  Henry L.
Hirvela,  Peter S.  Hathaway,  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.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  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 March 20, 1998.

                                 ALLIED WASTE INDUSTRIES, INC.
                                 By:    /s/ Henry L. Hirvela
                                            Henry L. Hirvela
                                  Vice President - Chief Financial Officer

         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 March 20, 1998.

   Signature                                  Title
/s/ ROGER A. RAMSEY              Chairman of the Board of Directors
Roger A. Ramsey

/s/ THOMAS H. VAN WEELDEN        Director, President and Chief Executive Officer
Thomas H. Van Weelden            (Principal Executive Officer)

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

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

/s/ NOLAN LEHMANN                Director
Nolan Lehmann

/s/ ALAN B. SHEPARD              Director
Alan B. Shepard

/s/ BRIAN A. O'LEARY             Director
Brian A. O'Leary

/s/ MICHAEL GROSS                Director
Michael Gross

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

/s/ DENNIS HENDRIX               Director
Dennis Hendrix

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

/s/ VINCENT TESE                 Director
Vincent Tese
EXHIBIT INDEX

                                                            Sequentially
                                                               Numbered
      Exhibit         Description                                Page
        5.1           Opinion of Fried, Frank, Harris, 
                      Shriver and Jacobson

       23.1           Consent of Arthur Andersen LLP

       23.2           Consent of Coopers & Lybrand

       23.3           Consent of Fried, Frank, Harris, 
                      Shriver and Jacobson

       24.1           Power of Attorney