SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                          -------------------
                                 
                                FORM S-8
                         REGISTRATION STATEMENT
                                UNDER
                         THE SECURITIES ACT OF 1933
                          -------------------
                         United Waste Systems, Inc. 
                         (Exact Name of Registrant as Specified in Its Charter)

                                Delaware
                         (State or  Other Jurisdiction of Incorporation 
                          or Organization)

                               13-3532338
                         (I.R.S. Employer Identification No.)

                         Four Greenwich Office Park
                         Greenwich, Connecticut             06830
          (Address of Principal Executive Offices)     (Zip Code)

Options granted outside of the Registrant's 1992 Stock Option
Plan under individual written compensation contracts with
employees (as defined in General Instruction A(1)(a)to Form S-8)] 
                          (Full Title of Plan)

                           Sandra E. Welwood
                         United Waste Systems, Inc.
                         Greenwich, Connecticut 06830
                         (Name and Address of Agent For Service)

                             (203) 622-3131
                         (Telephone Number, Including Area Code, of Agent 
                          for Service)

A copy of all communications, including communications sent to
the agent for service, should be sent to:

                         Joseph Ehrenreich, Esq.
                          Ehrenreich & Krause
                         1140 Avenue of the Americas
                         New York, N.Y.  10036
                             (212) 302-8050

              CALCULATION OF REGISTRATION FEE

                              Proposed
                              Maximum   Proposed
                              Offering  Maximum     Amount
Title of                      Price     Aggregate   of
Securities to    Amount to    Per       Offering    Registration
be Registered  be Registered  Share     Price       Fee
-------------- -------------- -------------------   -------------

Common Stock,
par value
$.001 per share 66,585(1)(2)  $40.125(3) $2,671,724  $810


--------------------------

     (1)Represents options with respect to an aggregate of 66,585
shares granted  (on March 14, 1997) outside of the Registrant's
1992 Stock Option Plan to 58 employees or consultants of the
Registrant under individual written compensation contracts or
option agreements with such persons.

     (2) This Registration Statement also registers an
indeterminate number of shares of Common Stock which may become
issuable pursuant to the antidilution provisions of the plans to
which this Registration Statement relates.

     (3)Calculated solely for the purpose of determining the
registration fee pursuant to Rule 457(h)(1) based upon the
exercise price of the above-mentioned options.

PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                            EXPLANATORY NOTE
                           -----------------


     As permitted by the rules of the Securities and Exchange
Commission, this Registration Statement omits the information
specified in Part I of Form S-8.  The documents containing the
information specified in Part I will be delivered to the
participants in the plans covered by this Registration Statement
as required by Rule 428(b) promulgated under the Securities Act
of 1933, as amended.  Such documents are not being filed with the
Securities and Exchange Commission as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 of such Act. 
                                    PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference

     The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, United Waste
Systems, Inc., a Delaware corporation (the "Company"), pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration
statement.

     1.  The Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (and Amendments No. 1 and No. 2 thereto on
Form 10-K/A), and the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1997.

     2.  The Company's Report on Form 8-K dated December 5, 1996
(filed on March 3, 1997).

     3.  The Company's Report on Form 8-K dated December 26, 1996
(filed on March 11, 1997).

     4.  The Company's Report on Form 8-K dated April 13, 1997
(filed on April 16, 1997).

     5.   The description of the Company's Common Stock which is
contained in its Registration Statement on Form 8-A dated November
16, 1992, filed under the Exchange Act.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
shares of Common Stock offered hereby have been sold or which
deregisters all then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement 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 herein shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the shares of Common Stock registered hereby
have been passed upon for the Company by Ehrenreich & Krause,
1140 Avenue of the Americas, New York, New York  10036. 

Item 6.  Indemnification of Directors and Officers.

     Pursuant to specific authority granted by Section 102 of the
Delaware General Corporation Law (the "DGCL"), Article X of the
Registrant's Certificate of Incorporation contains the following
provision regarding limitation of liability of directors and
officers:

          The personal liability of the directors of the
     corporation is hereby eliminated to the fullest extent
     permitted by Paragraph (7) of subsection (b) of Section 102 of
     the General Corporation Law of the State of Delaware, as the
     same may be amended and supplemented, or any corresponding
     provision of the General Corporation Law of the State of
     Delaware.

     The Registrant, as a Delaware corporation, is empowered by
Section 145 of the DGCL, subject to the procedures and limitation
stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in
which such person is made a party by reason of his being or having
been a director, officer, employer or agent of the Registrant.  The
statute provides that indemnification pursuant to its provisions is
not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise.  Article IX of
Registrant's Amended and Restated Certificate of Incorporation and
Article V of Registrant's By-laws both provide for indemnification
of its officers and directors to the full extent permitted by the
DGCL.  In addition, the Company has entered into indemnification
agreements with each of its directors and officers.  In general,
these agreements require the Company to indemnify each of such
persons against expenses, judgments, fines, settlements and other
liabilities incurred in connection with any proceeding (including
a derivative action) to which such person may be made a party by
reason of the fact that such person is or was a director, officer
or employee of the Company or guaranteed any obligations of the
Company, provided that the right of an indemnitee to receive
indemnification is subject to the following limitations: (i) an
indemnitee is not entitled to indemnification unless he acted in
good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe such conduct was unlawful and (ii) in the case of a
derivative action, an indemnitee is not entitled to indemnification
in the event that he is judged in a final non-appealable decision
of a court of competent jurisdiction to be liable to the Company
due to willful misconduct in the performance of his duties to the
Company (unless and only to the extent that the court determines
that the indemnitee is fairly and reasonably entitled to
indemnification).

     Pursuant to Section 145 of  the DGCL, the Registrant has
purchased insurance on behalf of its present and former directors
and officers against any liability asserted against or incurred by
them in such capacity or arising out of their status as such.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit Number and Exhibit
--------------------------
     5.1  Opinion of Ehrenreich & Krause

     23.1  Consent of Ehrenreich & Krause (included in the opinion
filed as Exhibit 5.1)

     23.2  Consent of Ernst & Young LLP

     23.3  Consent of Hanson Rotter & Green

     24.1 Power of Attorney (included on the signature page of the 
Registration Statement)

Item 9.  Undertakings

     (a)  The undersigned Registrant hereby undertakes:

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

          (i)    To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933;

          (ii)    To reflect in the prospectus any facts or
     events arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment     
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the Registration
     Statement;

          (iii)  To include any material information with respect
     to the plan of distribution not previously disclosed in the
     Registration Statement or any material change to such
     information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

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

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities and Exchange Act
of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


                         SIGNATURES


     Pursuant to the requirements of Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, hereunto duly authorized, in Greenwich,
Connecticut, on the 25th day of June, 1997.


United Waste Systems, Inc.


By:  Michael J. Nolan
     -----------------
     Michael J. Nolan
     Chief Financial Officer

     
     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in their respective capacities and on the respective dates
set forth opposite their names.  Each person whose signature
appears below hereby authorizes Bradley S. Jacobs, John N. Milne
and Michael J. Nolan and each with full power of substitution, to
execute in the name and on behalf of such person any amendment or
any post-effective amendment to this Registration Statement and to
file the same, with exhibits thereto, and other documents in
connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate, and appoints each of
Bradley S. Jacobs, John N. Milne and Michael J. Nolan, each with
full power of substitution, attorney-in-fact to sign any amendment
and any post-effective amendment to this Registration Statement and
to file the same, with exhibits thereto, and other documents in
connection therewith.

Bradley S. Jacobs
--------------------
Bradley S. Jacobs 
Chairman, Chief Executive Officer and Director (Principal Executive
Officer)
June 25, 1997


John N. Milne
--------------------
John N. Milne, Director
June 25, 1997


G. Chris Andersen
--------------------
G. Chris Andersen, Director
June 25, 1997


Lawrence J. Twill, Sr.
--------------------
Lawrence J. Twill, Sr., Director
June 25, 1997


Christian Weyer
--------------------
Christian Weyer, Director
June 25, 1997


J. Bryan Williams, III
--------------------
J. Bryan Williams, III, Director
June 25, 1997



Michael J. Nolan
--------------------
Michael J. Nolan, Chief Financial Officer
(principal financial officer)
June 25, 1997



Sandra E. Welwood
--------------------
Sandra E. Welwood, Vice President Controller
(principal accounting officer)
June 25, 1997


Exhibit Number and Exhibit
--------------------------
     5.1  Opinion of Ehrenreich & Krause

     23.1  Consent of Ehrenreich & Krause (included in the opinion
filed as Exhibit 5.1)

     23.2  Consent of Ernst & Young LLP

     23.3  Consent of Hanson Rotter & Green

     24.1 Power of Attorney (included on the signature page of the 
Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16502}]
{"company-data": {"conformed-name": "UNITED WASTE SYSTEMS INC", "cik": "0000879688", "assigned-sic": "4953", "irs-number": "133532338", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30015", "film-number": "97629645"}, "business-address": {"street1": "FOUR GREENWICH OFFICE PARK", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2036223131"}, "mail-address": {"street1": "4 GREENWICH OFFICE PARK", "city": "GREENWICH", "state": "CT", "zip": "06830"}}
SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                          -------------------
                                 
                                FORM S-8
                         REGISTRATION STATEMENT
                                UNDER
                         THE SECURITIES ACT OF 1933
                          -------------------
                         United Waste Systems, Inc. 
                         (Exact Name of Registrant as Specified in Its Charter)

                                Delaware
                         (State or  Other Jurisdiction of Incorporation 
                          or Organization)

                               13-3532338
                         (I.R.S. Employer Identification No.)

                         Four Greenwich Office Park
                         Greenwich, Connecticut             06830
          (Address of Principal Executive Offices)     (Zip Code)

Options granted outside of the Registrant's 1992 Stock Option
Plan under individual written compensation contracts with
employees (as defined in General Instruction A(1)(a)to Form S-8)] 
                          (Full Title of Plan)

                           Sandra E. Welwood
                         United Waste Systems, Inc.
                         Greenwich, Connecticut 06830
                         (Name and Address of Agent For Service)

                             (203) 622-3131
                         (Telephone Number, Including Area Code, of Agent 
                          for Service)

A copy of all communications, including communications sent to
the agent for service, should be sent to:

                         Joseph Ehrenreich, Esq.
                          Ehrenreich & Krause
                         1140 Avenue of the Americas
                         New York, N.Y.  10036
                             (212) 302-8050

              CALCULATION OF REGISTRATION FEE

                              Proposed
                              Maximum   Proposed
                              Offering  Maximum     Amount
Title of                      Price     Aggregate   of
Securities to    Amount to    Per       Offering    Registration
be Registered  be Registered  Share     Price       Fee
-------------- -------------- -------------------   -------------

Common Stock,
par value
$.001 per share 66,585(1)(2)  $40.125(3) $2,671,724  $810

--------------------------

     (1)Represents options with respect to an aggregate of 66,585
shares granted  (on March 14, 1997) outside of the Registrant's
1992 Stock Option Plan to 58 employees or consultants of the
Registrant under individual written compensation contracts or
option agreements with such persons.

     (2) This Registration Statement also registers an
indeterminate number of shares of Common Stock which may become
issuable pursuant to the antidilution provisions of the plans to
which this Registration Statement relates.

     (3)Calculated solely for the purpose of determining the
registration fee pursuant to Rule 457(h)(1) based upon the
exercise price of the above-mentioned options.

PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                            EXPLANATORY NOTE
                           -----------------

     As permitted by the rules of the Securities and Exchange
Commission, this Registration Statement omits the information
specified in Part I of Form S-8.  The documents containing the
information specified in Part I will be delivered to the
participants in the plans covered by this Registration Statement
as required by Rule 428(b) promulgated under the Securities Act
of 1933, as amended.  Such documents are not being filed with the
Securities and Exchange Commission as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 of such Act. 
                                    PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference

     The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, United Waste
Systems, Inc., a Delaware corporation (the "Company"), pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration
statement.

     1.  The Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (and Amendments No. 1 and No. 2 thereto on
Form 10-K/A), and the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1997.

     2.  The Company's Report on Form 8-K dated December 5, 1996
(filed on March 3, 1997).

     3.  The Company's Report on Form 8-K dated December 26, 1996
(filed on March 11, 1997).

     4.  The Company's Report on Form 8-K dated April 13, 1997
(filed on April 16, 1997).

     5.   The description of the Company's Common Stock which is
contained in its Registration Statement on Form 8-A dated November
16, 1992, filed under the Exchange Act.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
shares of Common Stock offered hereby have been sold or which
deregisters all then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement 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 herein shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the shares of Common Stock registered hereby
have been passed upon for the Company by Ehrenreich & Krause,
1140 Avenue of the Americas, New York, New York  10036. 

Item 6.  Indemnification of Directors and Officers.

     Pursuant to specific authority granted by Section 102 of the
Delaware General Corporation Law (the "DGCL"), Article X of the
Registrant's Certificate of Incorporation contains the following
provision regarding limitation of liability of directors and
officers:

          The personal liability of the directors of the
     corporation is hereby eliminated to the fullest extent
     permitted by Paragraph (7) of subsection (b) of Section 102 of
     the General Corporation Law of the State of Delaware, as the
     same may be amended and supplemented, or any corresponding
     provision of the General Corporation Law of the State of
     Delaware.

     The Registrant, as a Delaware corporation, is empowered by
Section 145 of the DGCL, subject to the procedures and limitation
stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in
which such person is made a party by reason of his being or having
been a director, officer, employer or agent of the Registrant.  The
statute provides that indemnification pursuant to its provisions is
not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise.  Article IX of
Registrant's Amended and Restated Certificate of Incorporation and
Article V of Registrant's By-laws both provide for indemnification
of its officers and directors to the full extent permitted by the
DGCL.  In addition, the Company has entered into indemnification
agreements with each of its directors and officers.  In general,
these agreements require the Company to indemnify each of such
persons against expenses, judgments, fines, settlements and other
liabilities incurred in connection with any proceeding (including
a derivative action) to which such person may be made a party by
reason of the fact that such person is or was a director, officer
or employee of the Company or guaranteed any obligations of the
Company, provided that the right of an indemnitee to receive
indemnification is subject to the following limitations: (i) an
indemnitee is not entitled to indemnification unless he acted in
good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe such conduct was unlawful and (ii) in the case of a
derivative action, an indemnitee is not entitled to indemnification
in the event that he is judged in a final non-appealable decision
of a court of competent jurisdiction to be liable to the Company
due to willful misconduct in the performance of his duties to the
Company (unless and only to the extent that the court determines
that the indemnitee is fairly and reasonably entitled to
indemnification).

     Pursuant to Section 145 of  the DGCL, the Registrant has
purchased insurance on behalf of its present and former directors
and officers against any liability asserted against or incurred by
them in such capacity or arising out of their status as such.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit Number and Exhibit
--------------------------
     5.1  Opinion of Ehrenreich & Krause

     23.1  Consent of Ehrenreich & Krause (included in the opinion
filed as Exhibit 5.1)

     23.2  Consent of Ernst & Young LLP

     23.3  Consent of Hanson Rotter & Green

     24.1 Power of Attorney (included on the signature page of the 
Registration Statement)

Item 9.  Undertakings

     (a)  The undersigned Registrant hereby undertakes:

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

          (i)    To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933;

          (ii)    To reflect in the prospectus any facts or
     events arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment     
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the Registration
     Statement;

          (iii)  To include any material information with respect
     to the plan of distribution not previously disclosed in the
     Registration Statement or any material change to such
     information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

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

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities and Exchange Act
of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                         SIGNATURES

     Pursuant to the requirements of Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, hereunto duly authorized, in Greenwich,
Connecticut, on the 25th day of June, 1997.

United Waste Systems, Inc.

By:  Michael J. Nolan
     -----------------
     Michael J. Nolan
     Chief Financial Officer

     
     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in their respective capacities and on the respective dates
set forth opposite their names.  Each person whose signature
appears below hereby authorizes Bradley S. Jacobs, John N. Milne
and Michael J. Nolan and each with full power of substitution, to
execute in the name and on behalf of such person any amendment or
any post-effective amendment to this Registration Statement and to
file the same, with exhibits thereto, and other documents in
connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate, and appoints each of
Bradley S. Jacobs, John N. Milne and Michael J. Nolan, each with
full power of substitution, attorney-in-fact to sign any amendment
and any post-effective amendment to this Registration Statement and
to file the same, with exhibits thereto, and other documents in
connection therewith.

Bradley S. Jacobs
--------------------
Bradley S. Jacobs 
Chairman, Chief Executive Officer and Director (Principal Executive
Officer)
June 25, 1997

John N. Milne
--------------------
John N. Milne, Director
June 25, 1997

G. Chris Andersen
--------------------
G. Chris Andersen, Director
June 25, 1997

Lawrence J. Twill, Sr.
--------------------
Lawrence J. Twill, Sr., Director
June 25, 1997

Christian Weyer
--------------------
Christian Weyer, Director
June 25, 1997

J. Bryan Williams, III
--------------------
J. Bryan Williams, III, Director
June 25, 1997

Michael J. Nolan
--------------------
Michael J. Nolan, Chief Financial Officer
(principal financial officer)
June 25, 1997

Sandra E. Welwood
--------------------
Sandra E. Welwood, Vice President Controller
(principal accounting officer)
June 25, 1997

Exhibit Number and Exhibit
--------------------------
     5.1  Opinion of Ehrenreich & Krause

     23.1  Consent of Ehrenreich & Krause (included in the opinion
filed as Exhibit 5.1)

     23.2  Consent of Ernst & Young LLP

     23.3  Consent of Hanson Rotter & Green

     24.1 Power of Attorney (included on the signature page of the 
Registration Statement)