As filed with the Securities and Exchange Commission on July 16, 1998
                                                 Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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


                             WASTE MANAGEMENT, INC.
                  (formerly known as USA Waste Services, Inc.)
             (Exact name of Registrant as specified in its charter)

          Delaware                                            73-1309529
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification Number)

                               1001 Fannin Street
                                   Suite 4000
                              Houston, Texas 77002
                                 (713) 512-6200
       (Address, including zip code, and telephone number, including area
               code of Registrant's principal executive offices)

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


               Waste Management, Inc. 1997 Equity Incentive Plan;
                   Waste Management Retirement Savings Plan;
                 Wheelabrator-Rust Savings and Retirement Plan;
   Waste Management, Inc. Non-Qualified Profit Sharing and Savings Plus Plan;
                   Wheelabrator-Rust Supplemental Benefit Plan
                           (Full titles of the Plans)
                            -------------------------


                               Gregory T. Sangalis
                             Waste Management, Inc.
                               1001 Fannin Street
                                   Suite 4000
                              Houston, Texas 77002
                                 (713) 512-6200
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

               Title of                         Amount         Proposed Maximum    Proposed Maximum      Amount of
           Securities to be                      to be        Offering Price Per      Aggregate        Registration
              Registered                      Registered            Share           Offering Price          Fee
                                            
<S>                                          <C>                  <C>                <C>                  <C>    
Common Stock, par value $.01 per share (1)   3,045,415(2)         $33.64(2)          $102,447,761         $30,223
                                             3,343,410(3)        $52.2813(5)         $174,797,821         $51,565
                                               252,300(4)        $52.2813(5)         $ 13,190,572         $ 3,891
                                             -----------                             ------------         -------
                        TOTAL                6,641,125                               $290,436,154         $85,679
</TABLE>                                  

(1)      This  Registration  Statement  on Form S-8  relates to shares of Common
         Stock,  par  value  $.01  per  share  (the  "Common  Stock"),  of Waste
         Management,  Inc.,  formerly  known as USA Waste  Services,  Inc.  (the
         "Registrant").    Such   shares   are   issuable    pursuant   to   the
         above-referenced  plans in substitution for shares of Common Stock, par
         value $1.00 per share, of Waste Management  Holdings,  Inc. ("Old Waste
         Management"),  a  wholly-owned  subsidiary of the  Registrant  that was
         formerly known as Waste  Management,  Inc., which plans were assumed by
         the Registrant upon the effective time of the merger of a subsidiary of
         the  Registrant  with and into Old Waste  Management  (the "Merger") on
         July 16, 1998.
(2)      Estimated solely for the purpose of calculating the  registration  fee.
         Such estimate is  calculated  pursuant to Rules 457(c) and 457(h) under
         the Securities Act of 1933, as amended (the "Securities Act"), based on
         the weighted average exercise price of the options  previously  granted
         under  the Waste  Management  1997  Equity  Incentive  Plan (the  "1997
         Plan").
(3)      Represents  shares of Common  Stock that are  issuable  pursuant to the
         Waste  Management  Retirement  Savings  Plan and the  Wheelabrator-Rust
         Savings and Retirement Plan. In addition, pursuant to Rule 416(c) under
         the Securities Act, this Registration Statement covers an indeterminate
         amount  of  interests  to be  offered  or sold  pursuant  to the  Waste
         Management  Retirement Savings Plan and the  Wheelabrator-Rust  Savings
         and Retirement Plan.
(4)      Represents  shares of  Common Stock  that are  issuable pursuant to the
         Waste  Management,  Inc. Non-Qualified  Profit Sharing and Savings Plus
         Plan and the Wheelabrator-Rust Supplemental Benefit Plan.
(5)      Estimated solely for the purpose of calculating the  registration  fee.
         The price shown is the average  high and low price of the  Registrant's
         Common  Stock  on the New  York  Stock  Exchange  on July  10,  1998 in
         accordance with Rules 457(c) and 457(h) under the Securities Act, which
         high and low prices were $53.00 and $51.5625, respectively.


<PAGE>



                                        2

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS




Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*





----------

* Information  required by Part I to be  contained  in the Section  10(a)
  prospectus  is omitted from this  Registration  Statement in accordance
  with Rule 428 under the  Securities  Act of 1933,  as amended,  and the
  "Note" to Part I of Form S-8.



<PAGE>


                                        3

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (the name of which was changed
to Waste Management, Inc. on July 16, 1998 in connection with the Merger) are
hereby incorporated by reference into this Registration Statement:

          (a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.

          (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.

          (c) Current Reports on Form 8-K dated March 10, 1998 and July 16,
1998.

          (d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on July 1, 1993, as amended on Form 8-B filed with the
Commission on July 13, 1995.

          (e) Joint Proxy Statement/Prospectus of the Registrant and Old Waste
Management, dated June 9, 1998, on Schedule 14A, filed with the Commission on
June 10, 1998.

          The following documents filed with the Commission by Old Waste
Management are also incorporated by reference into this Registration Statement:

          (a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.

          (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.

          (c) Current Reports on Form 8-K of Waste Management dated January 5,
1998, January 29, 1998, February 24, 1998, March 11, 1998, May 15, 1998, June
15, 1998 and June 29, 1998.

          (d) Joint Proxy Statement/Prospectus of the Registrant and Old Waste
Management, dated June 9, 1998, on Schedule 14A, filed with the Commission on
June 10, 1998.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof 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
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded


<PAGE>


                                        4

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.

          Not applicable.


Item 6.   Indemnification of Directors and Officers.

          Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except in cases where the director breached his or her duty of loyalty
to the corporation or its stockholders, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of the law, willfully or
negligently authorized the unlawful payment of a dividend or approved an
unlawful stock redemption or repurchase or obtained an improper personal
benefit. The Registrant's Restated Certificate of Incorporation (the "Charter")
contains a provision which eliminates directors' personal liability as set forth
above.

          The Charter and the Bylaws of the Registrant provide in effect that
the Registrant shall indemnify its directors and officers, and may indemnify its
employees and agents, to the extent permitted by the DGCL. Section 145 of the
DGCL provides that a Delaware corporation has the power to indemnify its
directors, officers, employees and agents in certain circumstances.

          Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director, officer, employee or agent, or former director, officer,
employee or agent who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding provided that such director,
officer, employee or agent acted in good faith and in a manner he or she
reasonable believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director, officer, employee or agent had no reasonable cause to
believe that his or her conduct was unlawful.

          Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director, officer, employee or agent, or former director, officer,
employee or agent, who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorney's fees), actually and reasonably incurred in connection with
the defense or settlement of such action or suit provided that such


<PAGE>


                                        5

person acted in good faith and in a manner he or she reasonable believed to be
in or not opposed to the best interest of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery shall determine that despite the
adjudication of liability such person is fairly and reasonable entitled to
indemnity for such expenses which the court shall deem proper.

          Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
of the DGCL or in the defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonable incurred by him or her in connection therewith; that indemnification
provided by Section 145 of the DGCL shall not be deemed exclusive of any other
rights to which the party seeking indemnification may be entitled; and the
corporation is empowered to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145 of the DGCL; and that, unless indemnification is ordered by a court, the
determination that indemnification under subsections (a) and (b) of Section 145
of the DGCL is proper because the director, officer, employee or agent has met
the applicable standard of conduct under such subsections shall be made to a
person who is or director or officer at the time or such determination (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.

          The Registrant has purchased certain liability insurance for its
officers and directors as permitted by Section 145(g) of the DGCL.

          The Registrant has entered into Indemnification Agreements with
certain of its directors and executive officers. Such Indemnification Agreements
provide that such persons (the "Indemnitees") will be indemnified and held
harmless from all expenses, including (without limitation) reasonable fees and
expenses of counsel, and all liabilities, including (without limitation) the
amount of any judgements, fines, penalties, excise taxes and amounts paid in
settlement, actually incurred by an Indemnitee with respect to any threatened,
pending or completed claim, action (including any action by or in the right of
the Registrant), suit or proceeding (whether formal or informal, or civil,
criminal, administrative, legislative, arbitrative or investigative) in respect
of which such Indemnitee is, was or at any time becomes, or is threatened to be
made, a party, witness, subject or target, by reason of the fact that such
Indemnitee is or was a director, officer, agent or fiduciary of the Registrant
or serving at the request of the Registrant as a director, officer, employee,
fiduciary or representative of another enterprise. Such Indemnification
Agreements also provide that the Registrant, if requested to do so by an
Indemnitee, will advance to such Indemnitee, prior to final disposition of any
proceeding, the expenses actually incurred by the Indemnitee subject to the
obligation of the Indemnitee to refund if it is ultimately determined that such
Indemnitee was not entitled to indemnification.



<PAGE>


                                        6

Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         The following  exhibits are filed as part of this Registration
         Statement:

4.1      Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by
         reference to Exhibit A to Old Waste Management's Proxy Statement for
         its 1997 Annual Meeting of Shareholders).

4.2      Waste Management, Inc. Non-Qualified Profit Sharing and Savings Plus
         Plan (incorporated by reference to Exhibit 4.13 to Old Waste
         Management's Registration Statement on Form S-8, File No. 33-64427).

4.3      Wheelabrator-Rust Supplemental Benefit Plan (incorporated by reference
         to Exhibit 4.15 to Old Waste Management's Registration Statement on
         Form S-8, File No. 33-64433).

4.4      Restated Certificate of Incorporation of Registrant, as amended
         (incorporated by reference to Exhibit 3.2 to the Registrant's Current
         Report on Form 8-K dated July 16, 1998).

4.5      By-laws (incorporated by reference to Exhibit 3.2 to the Post-Effective
         Amendment No.1 to the Registrant's Registration Statement on Form S-4,
         File No. 33-60103.

4.6      Agreement and Plan of Merger (previously filed as Annex A to the joint
         proxy statement/prospectus included in the Registrant's Registration
         Statement on Form S-4 (File No. 333-56113) filed on June 5, 1998).

5.1      Opinion of Shearman & Sterling regarding the legality of the Common
         Stock being registered hereby.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of PricewaterhouseCoopers LLP.

23.3     Consent of Shearman & Sterling (included in Exhibit 5.1).

24       Powers of Attorney (included on signature page).



Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:


<PAGE>


                                        7

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

             (2) That, for the purpose of determining any liability under the
       Securities Act of 1933, as amended (the "Securities Act"), 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; and

             (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 further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>





                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas on the 16th day of July, 1998.


                                         WASTE MANAGEMENT, INC.
                                         (Registrant)


                                         By:   /s/ John E. Drury
                                         ---------------------------------------
                                              John E. Drury
                                              Chief Executive Officer


                                POWER OF ATTORNEY

          We, the undersigned directors and executive officers of WASTE
MANAGEMENT, INC., hereby severally constitute John E. Drury, Earl E. DeFrates
and Gregory T. Sangalis and each of them singly, our true and lawful attorneys
with full power to them and each of them to sign for us, and in our names in the
capacities indicated below, any and all amendments to the registration statement
filed with the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys to any and
all amendments to said registration statement.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on the 16th day of July, 1998.



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


 /s/ John E. Drury                   Chief Executive Officer and Director
------------------------------       (Principal Executive Officer)
     John E. Drury 
       
 /s/ Rodney R. Proto                 President, Chief Operating Officer
------------------------------       and Director
     Rodney R. Proto       

 /s/ Earl E. DeFrates                Executive Vice President and Chief
------------------------------       Financial Officer (Principal Financial
     Earl E. DeFrates                Officer)
                                     
/s/ Bruce E. Snyder                  Vice President and Chief Accounting
------------------------------       Officer (Controller/Principal
    Bruce E. Snyder                  Accounting Officer)
                                     

<PAGE>



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

 /s/ H. Jesse Arnelle                      Director
----------------------------------
     H. Jesse Arnelle

 /s/ Dr. Pastora San Juan Cafferty         Director
----------------------------------
     Dr. Pastora San Juan Cafferty

 /s/ Ralph F. Cox                          Director
----------------------------------
     Ralph F. Cox

 /s/ Richard J. Heckmann                   Director
----------------------------------
     Richard J. Heckmann

 /s/ Roderick M. Hills                     Director
----------------------------------
     Roderick M. Hills

 /s/ Richard D. Kinder                     Director
----------------------------------
     Richard D. Kinder

 /s/ Robert S. Miller                      Director (Non-Executive 
----------------------------------         Chairman of the Board)
     Robert S. Miller                     

 /s/ Paul M. Montrone                      Director
----------------------------------
     Paul M. Montrone

 /s/ John C. Pope                          Director
----------------------------------
     John C. Pope

 /s/ Steven G. Rothmeier                   Director
----------------------------------
     Steven G. Rothmeier

 /s/ Ralph V. Whitworth                    Director
----------------------------------
     Ralph V. Whitworth

 /s/ Jerome B. York                        Director
----------------------------------
     Jerome B. York


<PAGE>



                                  Exhibit Index


Exhibit No.                Description of Document

4.1      Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by
         reference to Exhibit A to Old Waste Management's Proxy Statement for
         its 1997 Annual Meeting of Shareholders).

4.2      Waste Management, Inc. Non-Qualified Profit Sharing and Savings Plus
         Plan (incorporated by reference to Exhibit 4.13 to Old Waste
         Management's Registration Statement on Form S-8, File No. 33-64427).

4.3      Wheelabrator-Rust Supplemental Benefit Plan (incorporated by reference
         to Exhibit 4.15 to Old Waste Management's Registration Statement on
         Form S-8, File No. 33-64433).

4.4      Restated Certificate of Incorporation of Registrant, as amended
         (incorporated by reference to Exhibit 3.2 to the Registrant's Current
         Report on Form 8-K dated July 16, 1998).

4.5      By-laws (incorporated by reference to Exhibit 3.2 to the Post-Effective
         Amendment No. 1 to the Registrant's Registration Statement on Form S-4,
         File No. 33-60103).

4.6      Agreement and Plan of Merger (previously filed as Annex A to the joint
         proxy statement/prospectus included in the Registrant's Registration
         Statement on Form S-4 (File No. 333-56113) filed on June 5, 1998).

5.1      Opinion of Shearman & Sterling regarding the legality of the Common
         Stock being registered hereby.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of PricewaterhouseCoopers LLP.

23.3     Consent of Shearman & Sterling (included in Exhibit 5.1).

24       Powers of Attorney (included on signature page).



<PAGE>
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{"company-data": {"conformed-name": "WASTE MANAGEMENT INC", "cik": "0000823768", "assigned-sic": "4953", "irs-number": "731309529", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59247", "film-number": "98667483"}, "business-address": {"street1": "1001 FANNIN ST", "street2": "STE 4000", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7135126200"}, "mail-address": {"street1": "1001 FANNIN STREET", "street2": "SUITE 4000", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": {"former-conformed-name": "USA WASTE SERVICES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 16, 1998
                                                 Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                             WASTE MANAGEMENT, INC.
                  (formerly known as USA Waste Services, Inc.)
             (Exact name of Registrant as specified in its charter)

          Delaware                                            73-1309529
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification Number)

                               1001 Fannin Street
                                   Suite 4000
                              Houston, Texas 77002
                                 (713) 512-6200
       (Address, including zip code, and telephone number, including area
               code of Registrant's principal executive offices)

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

               Waste Management, Inc. 1997 Equity Incentive Plan;
                   Waste Management Retirement Savings Plan;
                 Wheelabrator-Rust Savings and Retirement Plan;
   Waste Management, Inc. Non-Qualified Profit Sharing and Savings Plus Plan;
                   Wheelabrator-Rust Supplemental Benefit Plan
                           (Full titles of the Plans)
                            -------------------------

                               Gregory T. Sangalis
                             Waste Management, Inc.
                               1001 Fannin Street
                                   Suite 4000
                              Houston, Texas 77002
                                 (713) 512-6200
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of                         Amount         Proposed Maximum    Proposed Maximum      Amount of
           Securities to be                      to be        Offering Price Per      Aggregate        Registration
              Registered                      Registered            Share           Offering Price          Fee
Common Stock, par value $.01 per share (1)   3,045,415(2)         $33.64(2)          $102,447,761         $30,223
                                             3,343,410(3)        $52.2813(5)         $174,797,821         $51,565
                                               252,300(4)        $52.2813(5)         $ 13,190,572         $ 3,891
                                             -----------                             ------------         -------
                        TOTAL                6,641,125                               $290,436,154         $85,679
(1)      This  Registration  Statement  on Form S-8  relates to shares of Common
         Stock,  par  value  $.01  per  share  (the  "Common  Stock"),  of Waste
         Management,  Inc.,  formerly  known as USA Waste  Services,  Inc.  (the
         "Registrant").    Such   shares   are   issuable    pursuant   to   the
         above-referenced  plans in substitution for shares of Common Stock, par
         value $1.00 per share, of Waste Management  Holdings,  Inc. ("Old Waste
         Management"),  a  wholly-owned  subsidiary of the  Registrant  that was
         formerly known as Waste  Management,  Inc., which plans were assumed by
         the Registrant upon the effective time of the merger of a subsidiary of
         the  Registrant  with and into Old Waste  Management  (the "Merger") on
         July 16, 1998.
(2)      Estimated solely for the purpose of calculating the  registration  fee.
         Such estimate is  calculated  pursuant to Rules 457(c) and 457(h) under
         the Securities Act of 1933, as amended (the "Securities Act"), based on
         the weighted average exercise price of the options  previously  granted
         under  the Waste  Management  1997  Equity  Incentive  Plan (the  "1997
         Plan").
(3)      Represents  shares of Common  Stock that are  issuable  pursuant to the
         Waste  Management  Retirement  Savings  Plan and the  Wheelabrator-Rust
         Savings and Retirement Plan. In addition, pursuant to Rule 416(c) under
         the Securities Act, this Registration Statement covers an indeterminate
         amount  of  interests  to be  offered  or sold  pursuant  to the  Waste
         Management  Retirement Savings Plan and the  Wheelabrator-Rust  Savings
         and Retirement Plan.
(4)      Represents  shares of  Common Stock  that are  issuable pursuant to the
         Waste  Management,  Inc. Non-Qualified  Profit Sharing and Savings Plus
         Plan and the Wheelabrator-Rust Supplemental Benefit Plan.
(5)      Estimated solely for the purpose of calculating the  registration  fee.
         The price shown is the average  high and low price of the  Registrant's
         Common  Stock  on the New  York  Stock  Exchange  on July  10,  1998 in
         accordance with Rules 457(c) and 457(h) under the Securities Act, which
         high and low prices were $53.00 and $51.5625, respectively.
2

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

----------

* Information  required by Part I to be  contained  in the Section  10(a)
  prospectus  is omitted from this  Registration  Statement in accordance
  with Rule 428 under the  Securities  Act of 1933,  as amended,  and the
  "Note" to Part I of Form S-8.
3

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (the name of which was changed
to Waste Management, Inc. on July 16, 1998 in connection with the Merger) are
hereby incorporated by reference into this Registration Statement:

          (a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.

          (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.

          (c) Current Reports on Form 8-K dated March 10, 1998 and July 16,
1998.

          (d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on July 1, 1993, as amended on Form 8-B filed with the
Commission on July 13, 1995.

          (e) Joint Proxy Statement/Prospectus of the Registrant and Old Waste
Management, dated June 9, 1998, on Schedule 14A, filed with the Commission on
June 10, 1998.

          The following documents filed with the Commission by Old Waste
Management are also incorporated by reference into this Registration Statement:

          (a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.

          (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.

          (c) Current Reports on Form 8-K of Waste Management dated January 5,
1998, January 29, 1998, February 24, 1998, March 11, 1998, May 15, 1998, June
15, 1998 and June 29, 1998.

          (d) Joint Proxy Statement/Prospectus of the Registrant and Old Waste
Management, dated June 9, 1998, on Schedule 14A, filed with the Commission on
June 10, 1998.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof 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
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded
4

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.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except in cases where the director breached his or her duty of loyalty
to the corporation or its stockholders, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of the law, willfully or
negligently authorized the unlawful payment of a dividend or approved an
unlawful stock redemption or repurchase or obtained an improper personal
benefit. The Registrant's Restated Certificate of Incorporation (the "Charter")
contains a provision which eliminates directors' personal liability as set forth
above.

          The Charter and the Bylaws of the Registrant provide in effect that
the Registrant shall indemnify its directors and officers, and may indemnify its
employees and agents, to the extent permitted by the DGCL. Section 145 of the
DGCL provides that a Delaware corporation has the power to indemnify its
directors, officers, employees and agents in certain circumstances.

          Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director, officer, employee or agent, or former director, officer,
employee or agent who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding provided that such director,
officer, employee or agent acted in good faith and in a manner he or she
reasonable believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director, officer, employee or agent had no reasonable cause to
believe that his or her conduct was unlawful.

          Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director, officer, employee or agent, or former director, officer,
employee or agent, who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorney's fees), actually and reasonably incurred in connection with
the defense or settlement of such action or suit provided that such
5

person acted in good faith and in a manner he or she reasonable believed to be
in or not opposed to the best interest of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery shall determine that despite the
adjudication of liability such person is fairly and reasonable entitled to
indemnity for such expenses which the court shall deem proper.

          Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
of the DGCL or in the defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonable incurred by him or her in connection therewith; that indemnification
provided by Section 145 of the DGCL shall not be deemed exclusive of any other
rights to which the party seeking indemnification may be entitled; and the
corporation is empowered to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145 of the DGCL; and that, unless indemnification is ordered by a court, the
determination that indemnification under subsections (a) and (b) of Section 145
of the DGCL is proper because the director, officer, employee or agent has met
the applicable standard of conduct under such subsections shall be made to a
person who is or director or officer at the time or such determination (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.

          The Registrant has purchased certain liability insurance for its
officers and directors as permitted by Section 145(g) of the DGCL.

          The Registrant has entered into Indemnification Agreements with
certain of its directors and executive officers. Such Indemnification Agreements
provide that such persons (the "Indemnitees") will be indemnified and held
harmless from all expenses, including (without limitation) reasonable fees and
expenses of counsel, and all liabilities, including (without limitation) the
amount of any judgements, fines, penalties, excise taxes and amounts paid in
settlement, actually incurred by an Indemnitee with respect to any threatened,
pending or completed claim, action (including any action by or in the right of
the Registrant), suit or proceeding (whether formal or informal, or civil,
criminal, administrative, legislative, arbitrative or investigative) in respect
of which such Indemnitee is, was or at any time becomes, or is threatened to be
made, a party, witness, subject or target, by reason of the fact that such
Indemnitee is or was a director, officer, agent or fiduciary of the Registrant
or serving at the request of the Registrant as a director, officer, employee,
fiduciary or representative of another enterprise. Such Indemnification
Agreements also provide that the Registrant, if requested to do so by an
Indemnitee, will advance to such Indemnitee, prior to final disposition of any
proceeding, the expenses actually incurred by the Indemnitee subject to the
obligation of the Indemnitee to refund if it is ultimately determined that such
Indemnitee was not entitled to indemnification.
6

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following  exhibits are filed as part of this Registration
         Statement:

4.1      Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by
         reference to Exhibit A to Old Waste Management's Proxy Statement for
         its 1997 Annual Meeting of Shareholders).

4.2      Waste Management, Inc. Non-Qualified Profit Sharing and Savings Plus
         Plan (incorporated by reference to Exhibit 4.13 to Old Waste
         Management's Registration Statement on Form S-8, File No. 33-64427).

4.3      Wheelabrator-Rust Supplemental Benefit Plan (incorporated by reference
         to Exhibit 4.15 to Old Waste Management's Registration Statement on
         Form S-8, File No. 33-64433).

4.4      Restated Certificate of Incorporation of Registrant, as amended
         (incorporated by reference to Exhibit 3.2 to the Registrant's Current
         Report on Form 8-K dated July 16, 1998).

4.5      By-laws (incorporated by reference to Exhibit 3.2 to the Post-Effective
         Amendment No.1 to the Registrant's Registration Statement on Form S-4,
         File No. 33-60103.

4.6      Agreement and Plan of Merger (previously filed as Annex A to the joint
         proxy statement/prospectus included in the Registrant's Registration
         Statement on Form S-4 (File No. 333-56113) filed on June 5, 1998).

5.1      Opinion of Shearman & Sterling regarding the legality of the Common
         Stock being registered hereby.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of PricewaterhouseCoopers LLP.

23.3     Consent of Shearman & Sterling (included in Exhibit 5.1).

24       Powers of Attorney (included on signature page).

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:
7

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

             (2) That, for the purpose of determining any liability under the
       Securities Act of 1933, as amended (the "Securities Act"), 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; and

             (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 further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas on the 16th day of July, 1998.

                                         WASTE MANAGEMENT, INC.
                                         (Registrant)

                                         By:   /s/ John E. Drury
                                         ---------------------------------------
                                              John E. Drury
                                              Chief Executive Officer

                                POWER OF ATTORNEY

          We, the undersigned directors and executive officers of WASTE
MANAGEMENT, INC., hereby severally constitute John E. Drury, Earl E. DeFrates
and Gregory T. Sangalis and each of them singly, our true and lawful attorneys
with full power to them and each of them to sign for us, and in our names in the
capacities indicated below, any and all amendments to the registration statement
filed with the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys to any and
all amendments to said registration statement.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on the 16th day of July, 1998.

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

 /s/ John E. Drury                   Chief Executive Officer and Director
------------------------------       (Principal Executive Officer)
     John E. Drury 
       
 /s/ Rodney R. Proto                 President, Chief Operating Officer
------------------------------       and Director
     Rodney R. Proto       

 /s/ Earl E. DeFrates                Executive Vice President and Chief
------------------------------       Financial Officer (Principal Financial
     Earl E. DeFrates                Officer)
                                     
/s/ Bruce E. Snyder                  Vice President and Chief Accounting
------------------------------       Officer (Controller/Principal
    Bruce E. Snyder                  Accounting Officer)
Signature                                  Title
---------                                  -----

 /s/ H. Jesse Arnelle                      Director
----------------------------------
     H. Jesse Arnelle

 /s/ Dr. Pastora San Juan Cafferty         Director
----------------------------------
     Dr. Pastora San Juan Cafferty

 /s/ Ralph F. Cox                          Director
----------------------------------
     Ralph F. Cox

 /s/ Richard J. Heckmann                   Director
----------------------------------
     Richard J. Heckmann

 /s/ Roderick M. Hills                     Director
----------------------------------
     Roderick M. Hills

 /s/ Richard D. Kinder                     Director
----------------------------------
     Richard D. Kinder

 /s/ Robert S. Miller                      Director (Non-Executive 
----------------------------------         Chairman of the Board)
     Robert S. Miller                     

 /s/ Paul M. Montrone                      Director
----------------------------------
     Paul M. Montrone

 /s/ John C. Pope                          Director
----------------------------------
     John C. Pope

 /s/ Steven G. Rothmeier                   Director
----------------------------------
     Steven G. Rothmeier

 /s/ Ralph V. Whitworth                    Director
----------------------------------
     Ralph V. Whitworth

 /s/ Jerome B. York                        Director
----------------------------------
     Jerome B. York
Exhibit Index

Exhibit No.                Description of Document

4.1      Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by
         reference to Exhibit A to Old Waste Management's Proxy Statement for
         its 1997 Annual Meeting of Shareholders).

4.2      Waste Management, Inc. Non-Qualified Profit Sharing and Savings Plus
         Plan (incorporated by reference to Exhibit 4.13 to Old Waste
         Management's Registration Statement on Form S-8, File No. 33-64427).

4.3      Wheelabrator-Rust Supplemental Benefit Plan (incorporated by reference
         to Exhibit 4.15 to Old Waste Management's Registration Statement on
         Form S-8, File No. 33-64433).

4.4      Restated Certificate of Incorporation of Registrant, as amended
         (incorporated by reference to Exhibit 3.2 to the Registrant's Current
         Report on Form 8-K dated July 16, 1998).

4.5      By-laws (incorporated by reference to Exhibit 3.2 to the Post-Effective
         Amendment No. 1 to the Registrant's Registration Statement on Form S-4,
         File No. 33-60103).

4.6      Agreement and Plan of Merger (previously filed as Annex A to the joint
         proxy statement/prospectus included in the Registrant's Registration
         Statement on Form S-4 (File No. 333-56113) filed on June 5, 1998).

5.1      Opinion of Shearman & Sterling regarding the legality of the Common
         Stock being registered hereby.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of PricewaterhouseCoopers LLP.

23.3     Consent of Shearman & Sterling (included in Exhibit 5.1).

24       Powers of Attorney (included on signature page).