Registration  No. 333-

     As filed with the Securities and Exchange Commission on December 11, 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 of 
Incorporation or Organization)         (I.R.S. Employer Identification Number)


                   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. 1991 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:
                               Karen C. McConnell
                                 Fennemore Craig
                      3003 North Central Avenue, Suite 2600
                             Phoenix, Arizona 85012
                                 (602) 916-5307
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
                                                        Proposed Maximum             Proposed
         Title of                  Amount to                Offering             Maximum Aggregate            Amount of
     Securities to be          be registered (1)       Price Per Share (2)      Offering Price (2)      Registration Fee (2)
        Registered
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<S>                                <C>                      <C>                   <C>                          <C>    
 Common Stock, par value           9,211,784                $20.40625             $187,977,967.30              $55,454
      $.01 per share
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------

<FN>

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

(2)  Pursuant to Rule 457(c), the registration fee is calculated on the basis of
     the high and low  prices  per share of Common  Stock,  as  reported  by the
     Nasdaq  Stock  Market,  Inc.  on  December  8,  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.
</FN>
</TABLE>



<PAGE>





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

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

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         This registration  statement registers additional securities related to
the Allied Waste Industries, Inc. 1991 Incentive Stock Plan of the same class as
other  securities for which a registration  statement on Form S-8, no.  33-42354
(the  "Previous  Registration  Statement"),  has been  previously  filed  and is
effective.  Pursuant to General  Instruction  E of Form S-8, the contents of the
Previous Registration Statement are incorporated herein by reference.

         In  addition,  the  following  documents  filed by the Company with the
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act") are  incorporated  herein by reference (i) the Company's  Annual
Report on form 10-K for the year ended  December  31, 1997;  (ii) the  Company's
Quarterly  Reports on Form 10-Q, for the quarters ended March 31, 1998, June 30,
1998 and September 30, 1998;  (iii) the Company's  Definitive Proxy Materials in
accordance  with  Schedule 14A related to the annual  meeting held May 28, 1998;
(iv) the Company's  Definitive  Proxy  Materials in accordance with Schedule 14A
related to the special meeting held October 15, 1998; (v) the Company's  Current
Reports on Form 8-K dated May 18,  1998,  August  21,  1998,  August  28,  1998,
October 29,  1998,  October 30, 1998,  November  25, 1998,  December 7, 1998 and
December 8, 1998;  (vi) the Company's  Current Report on Form 8-K/A dated August
28, 1998; (vii) the description of the Common Stock set in the Company's Form 10
dated May 14,  1991;  and  (viii)  and all other  reports  filed by the  Company
pursuant to Section  13(a),  14 or 15(d) of the Exchange Act since  December 31,
1997.

         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.











                                        2


<PAGE>



   ITEM 8.    EXHIBITS

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

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

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

5.1      Opinion of Steven M. Helm

23.1    Consent of Arthur Andersen LLP

23.2     Consent of Ernst & Young LLP

23.3    Consent of Sweeney Conrad, P.C.

23.4    Consent of Seven M. Helm  (included in Exhibit 5.1 opinion)

24.1     Power of Attorney (included in signature page)
























                                        3


<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Scottsdale, State of Arizona, on December 11, 1998.

                          ALLIED WASTE INDUSTRIES, INC.

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

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been  signed by the  following  persons  and in the
capacities indicated on December 11, 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
--------------------------            (Principal Financial Officer)  
Henry L. Hirvela                      

/s/ JAMES S. ENG                      Controller
--------------------------            (Principal Accounting Officer) 
James S. Eng                          

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

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

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

/s/ ANTONY P. RESSLER                 Director
--------------------------
Antony P. Ressler

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


                                      4

<PAGE>

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

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

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

















































                                        5

                                                          

<PAGE>

<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

                                                                                     Sequentially
                                                                                       Numbered
Exhibit            Description                                                            Page
-------            -----------                                                        ------------

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

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

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

5.1      Opinion of Steven M. Helm

23.1     Consent of Arthur Andersen LLP

23.2     Consent of Ernst & Young LLP

23.3     Consent of Sweeney Conrad, P.C.

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

24.1     Power of Attorney (included in signature page)


</TABLE>

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR ALLIED WASTE INDUSTRIES, INC.", "secsgml_size_bytes": 13737}]
{"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": "333-68815", "film-number": "98768584"}, "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 December 11, 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 of 
Incorporation or Organization)         (I.R.S. Employer Identification Number)

                   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. 1991 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:
                               Karen C. McConnell
                                 Fennemore Craig
                      3003 North Central Avenue, Suite 2600
                             Phoenix, Arizona 85012
                                 (602) 916-5307
CALCULATION OF REGISTRATION FEE
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
                                                        Proposed Maximum             Proposed
         Title of                  Amount to                Offering             Maximum Aggregate            Amount of
     Securities to be          be registered (1)       Price Per Share (2)      Offering Price (2)      Registration Fee (2)
        Registered
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Common Stock, par value           9,211,784                $20.40625             $187,977,967.30              $55,454
      $.01 per share
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
(1)  Pursuant to Rule 416(a),  also  registered  hereunder  is an  indeterminate
     number of shares of Common Stock issuable as a result of the  anti-dilution
     provisions of the Plan.

(2)  Pursuant to Rule 457(c), the registration fee is calculated on the basis of
     the high and low  prices  per share of Common  Stock,  as  reported  by the
     Nasdaq  Stock  Market,  Inc.  on  December  8,  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.
PART I            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         This registration  statement registers additional securities related to
the Allied Waste Industries, Inc. 1991 Incentive Stock Plan of the same class as
other  securities for which a registration  statement on Form S-8, no.  33-42354
(the  "Previous  Registration  Statement"),  has been  previously  filed  and is
effective.  Pursuant to General  Instruction  E of Form S-8, the contents of the
Previous Registration Statement are incorporated herein by reference.

         In  addition,  the  following  documents  filed by the Company with the
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act") are  incorporated  herein by reference (i) the Company's  Annual
Report on form 10-K for the year ended  December  31, 1997;  (ii) the  Company's
Quarterly  Reports on Form 10-Q, for the quarters ended March 31, 1998, June 30,
1998 and September 30, 1998;  (iii) the Company's  Definitive Proxy Materials in
accordance  with  Schedule 14A related to the annual  meeting held May 28, 1998;
(iv) the Company's  Definitive  Proxy  Materials in accordance with Schedule 14A
related to the special meeting held October 15, 1998; (v) the Company's  Current
Reports on Form 8-K dated May 18,  1998,  August  21,  1998,  August  28,  1998,
October 29,  1998,  October 30, 1998,  November  25, 1998,  December 7, 1998 and
December 8, 1998;  (vi) the Company's  Current Report on Form 8-K/A dated August
28, 1998; (vii) the description of the Common Stock set in the Company's Form 10
dated May 14,  1991;  and  (viii)  and all other  reports  filed by the  Company
pursuant to Section  13(a),  14 or 15(d) of the Exchange Act since  December 31,
1997.

         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.

                                        2
ITEM 8.    EXHIBITS

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

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

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

5.1      Opinion of Steven M. Helm

23.1    Consent of Arthur Andersen LLP

23.2     Consent of Ernst & Young LLP

23.3    Consent of Sweeney Conrad, P.C.

23.4    Consent of Seven M. Helm  (included in Exhibit 5.1 opinion)

24.1     Power of Attorney (included in signature page)

                                        3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Scottsdale, State of Arizona, on December 11, 1998.

                          ALLIED WASTE INDUSTRIES, INC.

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

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been  signed by the  following  persons  and in the
capacities indicated on December 11, 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
--------------------------            (Principal Financial Officer)  
Henry L. Hirvela                      

/s/ JAMES S. ENG                      Controller
--------------------------            (Principal Accounting Officer) 
James S. Eng                          

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

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

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

/s/ ANTONY P. RESSLER                 Director
--------------------------
Antony P. Ressler

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

                                      4
/s/ DENNIS HENDRIX                    Director
--------------------------
Dennis Hendrix

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

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

                                        5
EXHIBIT INDEX

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

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

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

5.1      Opinion of Steven M. Helm

23.1     Consent of Arthur Andersen LLP

23.2     Consent of Ernst & Young LLP

23.3     Consent of Sweeney Conrad, P.C.

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

24.1     Power of Attorney (included in signature page)