1
       As filed with the Securities and Exchange Commission on 
                          September 28, 1995
                                      Registration No. 33-_______
                                                                    
                                                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                            _______________

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                            _______________

                 DAVIS WATER & WASTE INDUSTRIES, INC.
        (Exact name of registrant as specified in its charter)

             Georgia                            58-0959907
   (State or other jurisdiction of              (I.R.S. Employer 
   incorporation or organization)               Identification No.)

         1820 Metcalf Avenue, Thomasville, Georgia 31799-1419
     (Address of principal executive offices, including zip code)

              DAVIS WATER & WASTE INDUSTRIES, Inc. 1994 
                      Employees Stock Option Plan

                                  and

              DAVIS WATER & WASTE INDUSTRIES, Inc. 1994  
                      Directors Stock Option Plan

                       (Full title of the plans)

                       _________________________

                                             Copy to:
   R. Doyle White
   Chairman of the Board,                    William L. Floyd, Esq.
   President and Chief Executive Officer     Long, Aldridge & Norman
   DAVIS WATER & WASTE INDUSTRIES, Inc.      One   Peachtree   Center,
   1820 Metcalf Avenue                       Suite 5300
   Thomasville, Georgia 31799-1419           303 Peachtree Street
   (Name and address of agent for service)   Atlanta, Georgia 30308
            (912) 226-5733                   (404) 527-4000
   (Telephone  Number, including area code, 
   of agent for service)

   <PAGE>
<PAGE>

<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE


      Title of             Amount     Proposed     Proposed    Amount of
     Securities            to be      Maximum      Maximum     Registration
        to be            Registered   Offering     Aggregate   Fee (2)
     Registered             (1)       Price Per    Offering     
                                      Share (2)    Price (2)
    <S>                   <C>          <C>       <C>          <C>

    Common Stock, $.01
    par value per share

    1994 Employees
    Stock Option Plan     162,660      $ 7.75    $1,260,615   $   434.69

                           87,340       15.00     1,310,100       451.76

    1994 Directors Stock
    Option Plan            32,000        7.75       248,000        85.52
    
                           43,000       15.00       645,000       222.41

    TOTAL:                325,000                $3,463,715    $1,194.38
</TABLE>


   (1)  The shares of  Common Stock being  registered represent  (a)
        pursuant to the  DAVIS WATER &  WASTE INDUSTRIES, Inc.  1994
        Employees Stock Option Plan  (the "Employees Plan"), 162,660
        shares of Common Stock that may be acquired pursuant  to the
        exercise of outstanding options and 87,340 shares of  Common
        Stock that may be acquired pursuant to options available for
        grant in the  future and (b) pursuant  to the DAVIS WATER  &
        WASTE INDUSTRIES, Inc. 1994 Directors Stock Option Plan (the
        "Directors Plan"), 32,000 shares of Common Stock that may be
        acquired pursuant to the exercise of outstanding options and
        43,000 shares of Common Stock that  may be acquired pursuant
        to   options  available  for  grant  in   the  future.    An
        undetermined number  of additional shares may  be issued, or
        the shares  registered hereunder  may  be combined  into  an
        undetermined lesser  number of  shares, if the  antidilution
        provisions of  the Employees  Plan  and the  Directors  Plan
        become operative.

   (2)  The  offering price  of  the shares  which  may be  acquired
        pursuant to options available for grant  in the future under
        the  respective plans  is not  presently determinable.   The
        offering price for such shares is estimated pursuant to Rule
        457(c)  and (h)  solely for the  purpose of  calculating the
        registration fee and is  based upon the average of  the high
        and low prices of the Registrant's Common Stock on September
        22, 1995 as reported in the consolidated reporting system. 

   <PAGE>                           ii
<PAGE>


                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


   Item 3.   Incorporation of Documents by Reference

        The following  documents heretofore  filed by DAVIS  WATER &
   WASTE INDUSTRIES,  Inc. (the "Company" or  the "Registrant") with
   the  Securities  and   Exchange  Commission  (the   "Commission")
   pursuant  to the Securities Exchange Act of 1934, as amended (the
   "1934 Act"),  hereby are incorporated  herein by reference  as of
   their respective dates:

        (1)  The Company's Annual Report on Form 10-K for the fiscal
   year ended April 30, 1995; 

        (2)  The  Company's Quarterly  Report on Form  10-Q for  the
   fiscal quarter ended July 31, 1995; and 

        (3)    The description  of  the  Company's Common  Stock  as
   contained in Item  1 of the  Company's Registration Statement  on
   Form  8-A (Registration No. 1-9467) as  declared effective by the
   Commission on April 22, 1987.

        In addition, all reports and documents subsequently filed by
   the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
   1934 Act subsequent to the date hereof and prior to the filing of
   a post-effective  amendment which  indicates that  all securities
   offered hereby have been sold or which deregisters all securities
   then  remaining  unsold, shall  be deemed  to be  incorporated by
   reference herein and  made a  part hereof  from the  date of  the
   filing of such documents.

   Item 6.   Indemnification of Directors and Officers

        Section 14-2-202(b)(4) of  the Georgia Business  Corporation
   Code enables  a corporation in  its articles of  incorporation to
   eliminate  or limit the personal  liability of a  director to the
   corporation or  its shareholders for monetary  damages for breach
   of duty of care or other  duty as a director.  This  section also
   provides,  however, that no such provision may eliminate or limit
   the  liability  of a  director  (I)  for  any  appropriation,  in
   violation  of his  duties,  of any  business  opportunity of  the
   corporation,  (ii) for  acts or  omissions involving  intentional
   misconduct or a knowing violation of law, (iii) for certain other
   types   of   liability   involving  unlawful   distributions   to
   shareholders and  (iv) for  transactions from which  the director
   received an improper personal benefit.  

        In  addition,  Section  14-2-856  of  the  Georgia  Business
   Corporation Code   provides  for indemnification of  directors of
   the  Company  for liability  and  expenses  incurred by  them  in
   connection with any threatened, pending or completed action, suit
   or  proceeding,  whether   civil,  criminal,  administrative   or
   investigative  and whether  formal  or informal  (including civil
   actions  brought as derivative actions by or  in the right of the
   Company), in which they may become  involved by reason of being a
   director of the Company.   This Section permits a  corporation to
   indemnify or obligate itself to indemnify a director made a party
   to  any such  proceeding,   provided that  a corporation  may not
   indemnify a director  for any liability incurred  in a proceeding
   in which the director is adjudged liable to the corporation or is
   subjected to injunctive  relief in favor  of the corporation  (I)
   for  any appropriation,  in  violation  of  his  duties,  of  any
   business  opportunity  of  the  corporation;  (ii)  for  acts  or
   omissions  which involve  intentional  misconduct  or  a  knowing
   violation of law; (iii) for certain types of  liability involving
   unlawful  distributions   to  shareholders;   or  (iv)   for  any
   transaction from which he received an improper personal benefit.

        Section 14-2-856  also permits  a corporation to  advance or
   reimburse  expenses   in  advance  of  final   disposition  of  a
   proceeding if  the director  furnishes the corporation  a written
   affirmation  of his good faith  belief that his  conduct does not
   constitute  behavior of the kind described in (i) through (iv) in
   the paragraph above, and the director furnishes the corporation a
   written  undertaking, executed  personally or  on his  behalf, to
   repay any advances if  it is ultimately determined that he is not
   entitled to indemnification.

   <PAGE>                           II-1


        This section also provides  such indemnification for persons
   who,  at  the request  of the  corporation,  act as  directors or
   officers of another corporation or enterprise.

        Section  14-2-857 provides that  a corporation may indemnify
   or  advance  expenses to  an officer,  employee  or agent  of the
   corporation  who is not a director, to the extent consistent with
   public  policy,  as provided  in  the  corporation's articles  of
   incorporation,  bylaws or  by  specific action  of  the board  of
   directors.  

        The provisions  of Article  X of the  Company's Amended  and
   Restated  Articles  of  Incorporation  and  Section  7.6  of  the
   Company s  Bylaws, as  amended,  are similar  in all  substantive
   respects  to those  contained  in Section  14-2-202(b)(4) and  in
   Sections  14-2-856   and  14-2-857   of   the  Georgia   Business
   Corporation Code. 

        The  Company  maintains  directors  and  officers  liability
   insurance that will insure  against liabilities that directors or
   officers of the Company may incur in such capacities. 


   Item 8.   Exhibits

   Exhibit
   Number                   Description

      4      Rights Agreement dated as  of December 31, 1992  by and
             between  the  Company   and  Wachovia  Bank  of   North
             Carolina, N.A.,  as the  Rights Agent (incorporated  by
             reference to  Exhibit 4 to the  Company's Annual Report
             on Form 10-K for the year ended April 30, 1993.) 
      
      5      Opinion of Long, Aldridge & Norman.

     23(a)   Consent of Price Waterhouse LLP. 

     23(b)   Consent of Long, Aldridge & Norman (included in Exhibit
             5).

     24      Powers of Attorney.


   Item 9.   Undertakings

        A.   Rule 415 Offering.

        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 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.

        (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.

   <PAGE>                           II-2


        B.   Subsequent Documents Incorporated by Reference.

        The  undersigned  Registrant  hereby  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   Section 15(d)  of   the  1934  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.   Indemnification of Officers, Directors  and Controlling
   Persons.

        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 provisions
   described under  Item 6 above,  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>                           II-3
<PAGE>


                              SIGNATURES

        Pursuant  to the requirements of the 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, thereunto  duly authorized, in
   the City of  Thomasville,  State of Georgia, on  this 28th day of
   September, 1995.

                       DAVIS WATER & WASTE INDUSTRIES, Inc.
                                 (Registrant)

                       By         /s/ R. Doyle White              
                         -----------------------------------------
                             R. Doyle White
                             Chairman of the Board,
                             President and Chief Executive Officer 

        Pursuant to the requirements of the Securities Act  of 1933,
   this registration  statement has  been  signed by  the  following
   persons in the capacities indicated as of September 28, 1995.

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

   /s/R. Doyle White                  Chairman of the Board
   ----------------------------       President and Chief Executive
   R. Doyle White                     Officer      and      Director
                                      (Principal Executive Officer)

   /s/Stan White                      Secretary-Treasurer 
   ----------------------------       (Principal Financial and 
   Stan White                         Accounting Officer)

   /s/Joe E. Beverly                  Director
   ----------------------------
   Joe E. Beverly *

   /s/O. Larry Comer                  Director
   ----------------------------
   O. Larry Comer *

   /s/ Robert P. Crozer               Director
   ----------------------------
   Robert P. Crozer *

   /s/ H. Forbes Davis                Director
   ----------------------------
   H. Forbes Davis *

   /s/ Jasper C. Davis III            Director
   ----------------------------
   Jasper C. Davis III *

   /s/ R. R. Davis                    Vice Chairman of the Board
   ----------------------------
   R. R. Davis *

   /s/ Thomas R. Pledger              Director
   ----------------------------
   Thomas R. Pledger *

   *  By: /s/ Stan White
         ------------------------
         Stan White, Attorney in Fact
   <PAGE>                           II-4
<PAGE>



                             EXHIBIT INDEX



   Exhibit

      4      Rights  Agreement dated as of  December 31, 1992 by and
             between  the   Company  and  Wachovia  Bank   of  North
             Carolina, N.A.,  as the  Right Agent (  incorporated by
             reference to  Exhibit 4 to the  Company s Annual Report
             on Form 10-K for the year ended April 30, 1993).

     5       Opinion of Long, Aldridge & Norman.

     23(a)   Consent of Price Waterhouse LLP.

     23(b)   Consent of Long, Aldridge & Norman (included in Exhibit
             5).

     24      Powers of Attorney.

   <PAGE>             
<PAGE>




                                                           Exhibit 5
                                  Opinion of Long, Aldridge & Norman

   <PAGE>
<PAGE>


                        LONG, ALDRIDGE & NORMAN
                         303 Peachtree Street
                              Suite 5300
                        Atlanta, Georgia 30308
                          September 28, 1995

   DAVIS WATER & WASTE INDUSTRIES, Inc.
   1820 Metcalf Avenue
   Thomasville, Georgia 31792

        Re:  Registration Statement on Form S-8

   Gentlemen:

        We  have acted as counsel to DAVIS WATER & WASTE INDUSTRIES,
   Inc., a  Georgia corporation (the "Company"),  in connection with
   the preparation  of  a Registration  Statement on  Form S-8  (the
   "Registration  Statement")  and  the  filing   thereof  with  the
   Securities and  Exchange Commission (the "Commission").  Pursuant
   to the  Registration Statement,  the Company intends  to register
   under the Securities Act of 1933, as amended, a  total of 325,000
   shares (the "Shares") of  common stock, par value $.01  per share
   (the "Common Stock"), of  the Company.  The Shares  represent (i)
   250,000 shares  of  Common  Stock which  are  issuable  upon  the
   exercise of options  granted and  to be granted  pursuant to  the
   Davis Water & Waste Industries, Inc. 1994  Employees Stock Option
   Plan, as amended (the "Employees Plan") and (ii) 75,000 shares of
   Common Stock  which are  issuable upon  the  exercise of  options
   granted and  to be  granted pursuant to  the Davis Water  & Waste
   Industries, Inc. 1994 Directors Stock Option Plan (the "Directors
   Plan"). The Employees Plan and the Directors Plan are hereinafter
   referred to collectively as the "Plans."

        The opinion hereinafter set forth  is given pursuant to Item
   8  of Form S-8  and Item 601(b)(5)  of Regulation S-K.   The only
   opinion rendered by this firm consists of the matter set forth in
   numbered paragraph (1) below  (our "Opinion"), and no opinion  is
   implied  or to be inferred beyond such matter.  Additionally, our
   Opinion  is  based  upon   and  subject  to  the  qualifications,
   limitations and exceptions set forth in this letter.

        In rendering our Opinion,  we have examined such agreements,
   documents,  instruments and  records  as we  deemed necessary  or
   appropriate  under  the  circumstances  for  us  to  express  our
   Opinion, including without limitation,  the Plans.  In making all
   of  our   examinations,  we   assumed  the  genuineness   of  all
   signatures, the authenticity of all  documents submitted to us as
   originals,  the  conformity  to  the original  documents  of  all
   documents  submitted to us as  copies, and the  due execution and
   delivery of all documents  by any persons or entities  other than
   the Company where due  execution and delivery by such  persons or
   entities  is   a  prerequisite  to  the   effectiveness  of  such
   documents.

   <PAGE>


        As  to  various factual  matters  that are  material  to our
   Opinion,  we have relied upon the factual statements set forth in
   a certificate  of officers of the Company  and a certificate of a
   public  official.     We  have  not   independently  verified  or
   investigated,  nor  do  we  assume any  responsibility  for,  the
   factual accuracy or completeness of such factual statements.  

        The members  of this firm  are admitted  to the  Bar of  the
   State of Georgia  and are duly qualified to  practice law in that
   state.    We do  not herein  express  any opinion  concerning any
   matter respecting or affected  by any laws other than the laws of
   the State  of Georgia that  are now  in effect and  that, in  the
   exercise   of  reasonable  professional  judgment,  are  normally
   considered  in transactions  such  as those  contemplated by  the
   issuance  of the  Shares  pursuant to  the  Plans.   The  Opinion
   hereinafter set forth is  based upon pertinent laws and  facts in
   existence  as of the date  hereof, and we  expressly disclaim any
   obligation to advise  you of  changes to such  pertinent laws  or
   facts that hereafter may come to our attention.

        Based  upon  and subject  to the  foregoing,  we are  of the
   Opinion that:

        (1)  the Shares, when issued in accordance with the terms of
             the Plans upon the exercise of stock options granted or
             to  be  granted  pursuant  to the  Plans,  and  against
             payment in full of the  purchase price for such Shares,
             will be validly issued, fully paid and nonassessable.

        We hereby consent to the filing of this letter as an exhibit
   to the Registration Statement.

             Very truly yours,

             /s/ Long, Aldridge & Norman

             LONG, ALDRIDGE & NORMAN

   <PAGE>
<PAGE>







                                                       Exhibit 23(a)
                                     Consent of Price Waterhouse LLP

   <PAGE>
<PAGE>


                  CONSENT OF INDEPENDENT ACCOUNTANTS

   We  hereby consent  to  the incorporation  by  reference in  this
   Registration Statement on Form  S-8 of our report dated  June 16,
   1995, which  appears  on page  14 of  the 1995  Annual Report  to
   Shareholders  of  Davis  Water  &  Waste  Industries,  Inc.  (the
   Company),  which is  incorporated by  reference in  the Company's
   Annual Report on Form 10-K for the year ended April 30, 1995.  We
   also consent to the  incorporation by reference of our  report on
   the Financial Statement  Schedules, which appears  on page 27  of
   such Annual Report on Form 10-K.

   /s/ Price Waterhouse LLP

   PRICE WATERHOUSE LLP


   Atlanta, Georgia
   September 22, 1995

   <PAGE>
<PAGE>



                                                          Exhibit 24
                                                  Powers of Attorney

   <PAGE>
<PAGE>



                          POWERS OF ATTORNEY


        KNOW  ALL MEN  BY  THESE PRESENTS,  that  each person  whose
   signature appears  below constitutes and appoints  R. Doyle White
   and  Stan White, and each of them, his true and lawful attorneys-
   in-fact  and agents, with full power of substitution, for him and
   in his  name, place and stead, in any and all capacities, to sign
   the Registration Statement  on Form  S-8 of Davis  Water &  Waste
   Industries, Inc. relating to the 1994 Employees Stock Option Plan
   and  the 1994 Directors  Stock Option Plan  to be filed  with the
   Securities and  Exchange Commission,  and any and  all amendments
   (including  post-effective amendments) thereto,  and to  file the
   same, with all exhibits thereto and other documents in connection
   therewith, with the Securities and Exchange Commission,  granting
   unto said  attorneys-in-fact and agents,  and each of  them, full
   power  and authority  to do  and perform each  and every  act and
   thing requisite or  necessary to be done, as fully to all intents
   and purposes as he might or  could do in person, hereby ratifying
   and confirming all that said  attorneys-in-fact and agents or any
   of  them, or their or his substitute or substitutes, may lawfully
   do or cause to be done by virtue hereof.

        This 28th day of September 1995. 



   /s/ Joe E. Beverly
   ----------------------------
   Joe E. Beverly

   /s/ O. Larry Comer
   ----------------------------
   O. Larry Comer

   /s/ Robert P. Crozer
   ----------------------------
   Robert P. Crozer

   /s/ H. Forbes Davis
   ----------------------------
   H. Forbes Davis

   /s/ Jasper C. Davis III
   ----------------------------
   Jasper C. Davis III

   /s/ R. R. Davis
   ----------------------------
   R. R. Davis

   /s/ Thomas R. Pledger
   ----------------------------
   Thomas R. Pledger

   <PAGE>
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1
       As filed with the Securities and Exchange Commission on 
                          September 28, 1995
                                      Registration No. 33-_______
                                                                    
                                                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                            _______________

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                            _______________

                 DAVIS WATER & WASTE INDUSTRIES, INC.
        (Exact name of registrant as specified in its charter)

             Georgia                            58-0959907
   (State or other jurisdiction of              (I.R.S. Employer 
   incorporation or organization)               Identification No.)

         1820 Metcalf Avenue, Thomasville, Georgia 31799-1419
     (Address of principal executive offices, including zip code)

              DAVIS WATER & WASTE INDUSTRIES, Inc. 1994 
                      Employees Stock Option Plan

                                  and

              DAVIS WATER & WASTE INDUSTRIES, Inc. 1994  
                      Directors Stock Option Plan

                       (Full title of the plans)

                       _________________________

                                             Copy to:
   R. Doyle White
   Chairman of the Board,                    William L. Floyd, Esq.
   President and Chief Executive Officer     Long, Aldridge & Norman
   DAVIS WATER & WASTE INDUSTRIES, Inc.      One   Peachtree   Center,
   1820 Metcalf Avenue                       Suite 5300
   Thomasville, Georgia 31799-1419           303 Peachtree Street
   (Name and address of agent for service)   Atlanta, Georgia 30308
            (912) 226-5733                   (404) 527-4000
   (Telephone  Number, including area code, 
   of agent for service)
CALCULATION OF REGISTRATION FEE

      Title of             Amount     Proposed     Proposed    Amount of
     Securities            to be      Maximum      Maximum     Registration
        to be            Registered   Offering     Aggregate   Fee (2)
     Registered             (1)       Price Per    Offering     
                                      Share (2)    Price (2)
Common Stock, $.01
    par value per share

    1994 Employees
    Stock Option Plan     162,660      $ 7.75    $1,260,615   $   434.69

                           87,340       15.00     1,310,100       451.76

    1994 Directors Stock
    Option Plan            32,000        7.75       248,000        85.52
    
                           43,000       15.00       645,000       222.41

    TOTAL:                325,000                $3,463,715    $1,194.38
(1)  The shares of  Common Stock being  registered represent  (a)
        pursuant to the  DAVIS WATER &  WASTE INDUSTRIES, Inc.  1994
        Employees Stock Option Plan  (the "Employees Plan"), 162,660
        shares of Common Stock that may be acquired pursuant  to the
        exercise of outstanding options and 87,340 shares of  Common
        Stock that may be acquired pursuant to options available for
        grant in the  future and (b) pursuant  to the DAVIS WATER  &
        WASTE INDUSTRIES, Inc. 1994 Directors Stock Option Plan (the
        "Directors Plan"), 32,000 shares of Common Stock that may be
        acquired pursuant to the exercise of outstanding options and
        43,000 shares of Common Stock that  may be acquired pursuant
        to   options  available  for  grant  in   the  future.    An
        undetermined number  of additional shares may  be issued, or
        the shares  registered hereunder  may  be combined  into  an
        undetermined lesser  number of  shares, if the  antidilution
        provisions of  the Employees  Plan  and the  Directors  Plan
        become operative.

   (2)  The  offering price  of  the shares  which  may be  acquired
        pursuant to options available for grant  in the future under
        the  respective plans  is not  presently determinable.   The
        offering price for such shares is estimated pursuant to Rule
        457(c)  and (h)  solely for the  purpose of  calculating the
        registration fee and is  based upon the average of  the high
        and low prices of the Registrant's Common Stock on September
        22, 1995 as reported in the consolidated reporting system.
ii
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference

        The following  documents heretofore  filed by DAVIS  WATER &
   WASTE INDUSTRIES,  Inc. (the "Company" or  the "Registrant") with
   the  Securities  and   Exchange  Commission  (the   "Commission")
   pursuant  to the Securities Exchange Act of 1934, as amended (the
   "1934 Act"),  hereby are incorporated  herein by reference  as of
   their respective dates:

        (1)  The Company's Annual Report on Form 10-K for the fiscal
   year ended April 30, 1995; 

        (2)  The  Company's Quarterly  Report on Form  10-Q for  the
   fiscal quarter ended July 31, 1995; and 

        (3)    The description  of  the  Company's Common  Stock  as
   contained in Item  1 of the  Company's Registration Statement  on
   Form  8-A (Registration No. 1-9467) as  declared effective by the
   Commission on April 22, 1987.

        In addition, all reports and documents subsequently filed by
   the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
   1934 Act subsequent to the date hereof and prior to the filing of
   a post-effective  amendment which  indicates that  all securities
   offered hereby have been sold or which deregisters all securities
   then  remaining  unsold, shall  be deemed  to be  incorporated by
   reference herein and  made a  part hereof  from the  date of  the
   filing of such documents.

   Item 6.   Indemnification of Directors and Officers

        Section 14-2-202(b)(4) of  the Georgia Business  Corporation
   Code enables  a corporation in  its articles of  incorporation to
   eliminate  or limit the personal  liability of a  director to the
   corporation or  its shareholders for monetary  damages for breach
   of duty of care or other  duty as a director.  This  section also
   provides,  however, that no such provision may eliminate or limit
   the  liability  of a  director  (I)  for  any  appropriation,  in
   violation  of his  duties,  of any  business  opportunity of  the
   corporation,  (ii) for  acts or  omissions involving  intentional
   misconduct or a knowing violation of law, (iii) for certain other
   types   of   liability   involving  unlawful   distributions   to
   shareholders and  (iv) for  transactions from which  the director
   received an improper personal benefit.  

        In  addition,  Section  14-2-856  of  the  Georgia  Business
   Corporation Code   provides  for indemnification of  directors of
   the  Company  for liability  and  expenses  incurred by  them  in
   connection with any threatened, pending or completed action, suit
   or  proceeding,  whether   civil,  criminal,  administrative   or
   investigative  and whether  formal  or informal  (including civil
   actions  brought as derivative actions by or  in the right of the
   Company), in which they may become  involved by reason of being a
   director of the Company.   This Section permits a  corporation to
   indemnify or obligate itself to indemnify a director made a party
   to  any such  proceeding,   provided that  a corporation  may not
   indemnify a director  for any liability incurred  in a proceeding
   in which the director is adjudged liable to the corporation or is
   subjected to injunctive  relief in favor  of the corporation  (I)
   for  any appropriation,  in  violation  of  his  duties,  of  any
   business  opportunity  of  the  corporation;  (ii)  for  acts  or
   omissions  which involve  intentional  misconduct  or  a  knowing
   violation of law; (iii) for certain types of  liability involving
   unlawful  distributions   to  shareholders;   or  (iv)   for  any
   transaction from which he received an improper personal benefit.

        Section 14-2-856  also permits  a corporation to  advance or
   reimburse  expenses   in  advance  of  final   disposition  of  a
   proceeding if  the director  furnishes the corporation  a written
   affirmation  of his good faith  belief that his  conduct does not
   constitute  behavior of the kind described in (i) through (iv) in
   the paragraph above, and the director furnishes the corporation a
   written  undertaking, executed  personally or  on his  behalf, to
   repay any advances if  it is ultimately determined that he is not
   entitled to indemnification.
II-1

        This section also provides  such indemnification for persons
   who,  at  the request  of the  corporation,  act as  directors or
   officers of another corporation or enterprise.

        Section  14-2-857 provides that  a corporation may indemnify
   or  advance  expenses to  an officer,  employee  or agent  of the
   corporation  who is not a director, to the extent consistent with
   public  policy,  as provided  in  the  corporation's articles  of
   incorporation,  bylaws or  by  specific action  of  the board  of
   directors.  

        The provisions  of Article  X of the  Company's Amended  and
   Restated  Articles  of  Incorporation  and  Section  7.6  of  the
   Company s  Bylaws, as  amended,  are similar  in all  substantive
   respects  to those  contained  in Section  14-2-202(b)(4) and  in
   Sections  14-2-856   and  14-2-857   of   the  Georgia   Business
   Corporation Code. 

        The  Company  maintains  directors  and  officers  liability
   insurance that will insure  against liabilities that directors or
   officers of the Company may incur in such capacities. 

   Item 8.   Exhibits

   Exhibit
   Number                   Description

      4      Rights Agreement dated as  of December 31, 1992  by and
             between  the  Company   and  Wachovia  Bank  of   North
             Carolina, N.A.,  as the  Rights Agent (incorporated  by
             reference to  Exhibit 4 to the  Company's Annual Report
             on Form 10-K for the year ended April 30, 1993.) 
      
      5      Opinion of Long, Aldridge & Norman.

     23(a)   Consent of Price Waterhouse LLP. 

     23(b)   Consent of Long, Aldridge & Norman (included in Exhibit
             5).

     24      Powers of Attorney.

   Item 9.   Undertakings

        A.   Rule 415 Offering.

        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 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.

        (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.
II-2

        B.   Subsequent Documents Incorporated by Reference.

        The  undersigned  Registrant  hereby  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   Section 15(d)  of   the  1934  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.   Indemnification of Officers, Directors  and Controlling
   Persons.

        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 provisions
   described under  Item 6 above,  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.
II-3
SIGNATURES

        Pursuant  to the requirements of the 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, thereunto  duly authorized, in
   the City of  Thomasville,  State of Georgia, on  this 28th day of
   September, 1995.

                       DAVIS WATER & WASTE INDUSTRIES, Inc.
                                 (Registrant)

                       By         /s/ R. Doyle White              
                         -----------------------------------------
                             R. Doyle White
                             Chairman of the Board,
                             President and Chief Executive Officer 

        Pursuant to the requirements of the Securities Act  of 1933,
   this registration  statement has  been  signed by  the  following
   persons in the capacities indicated as of September 28, 1995.

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

   /s/R. Doyle White                  Chairman of the Board
   ----------------------------       President and Chief Executive
   R. Doyle White                     Officer      and      Director
                                      (Principal Executive Officer)

   /s/Stan White                      Secretary-Treasurer 
   ----------------------------       (Principal Financial and 
   Stan White                         Accounting Officer)

   /s/Joe E. Beverly                  Director
   ----------------------------
   Joe E. Beverly *

   /s/O. Larry Comer                  Director
   ----------------------------
   O. Larry Comer *

   /s/ Robert P. Crozer               Director
   ----------------------------
   Robert P. Crozer *

   /s/ H. Forbes Davis                Director
   ----------------------------
   H. Forbes Davis *

   /s/ Jasper C. Davis III            Director
   ----------------------------
   Jasper C. Davis III *

   /s/ R. R. Davis                    Vice Chairman of the Board
   ----------------------------
   R. R. Davis *

   /s/ Thomas R. Pledger              Director
   ----------------------------
   Thomas R. Pledger *

   *  By: /s/ Stan White
         ------------------------
         Stan White, Attorney in Fact
II-4
EXHIBIT INDEX

   Exhibit

      4      Rights  Agreement dated as of  December 31, 1992 by and
             between  the   Company  and  Wachovia  Bank   of  North
             Carolina, N.A.,  as the  Right Agent (  incorporated by
             reference to  Exhibit 4 to the  Company s Annual Report
             on Form 10-K for the year ended April 30, 1993).

     5       Opinion of Long, Aldridge & Norman.

     23(a)   Consent of Price Waterhouse LLP.

     23(b)   Consent of Long, Aldridge & Norman (included in Exhibit
             5).

     24      Powers of Attorney.
Exhibit 5
                                  Opinion of Long, Aldridge & Norman
LONG, ALDRIDGE & NORMAN
                         303 Peachtree Street
                              Suite 5300
                        Atlanta, Georgia 30308
                          September 28, 1995

   DAVIS WATER & WASTE INDUSTRIES, Inc.
   1820 Metcalf Avenue
   Thomasville, Georgia 31792

        Re:  Registration Statement on Form S-8

   Gentlemen:

        We  have acted as counsel to DAVIS WATER & WASTE INDUSTRIES,
   Inc., a  Georgia corporation (the "Company"),  in connection with
   the preparation  of  a Registration  Statement on  Form S-8  (the
   "Registration  Statement")  and  the  filing   thereof  with  the
   Securities and  Exchange Commission (the "Commission").  Pursuant
   to the  Registration Statement,  the Company intends  to register
   under the Securities Act of 1933, as amended, a  total of 325,000
   shares (the "Shares") of  common stock, par value $.01  per share
   (the "Common Stock"), of  the Company.  The Shares  represent (i)
   250,000 shares  of  Common  Stock which  are  issuable  upon  the
   exercise of options  granted and  to be granted  pursuant to  the
   Davis Water & Waste Industries, Inc. 1994  Employees Stock Option
   Plan, as amended (the "Employees Plan") and (ii) 75,000 shares of
   Common Stock  which are  issuable upon  the  exercise of  options
   granted and  to be  granted pursuant to  the Davis Water  & Waste
   Industries, Inc. 1994 Directors Stock Option Plan (the "Directors
   Plan"). The Employees Plan and the Directors Plan are hereinafter
   referred to collectively as the "Plans."

        The opinion hereinafter set forth  is given pursuant to Item
   8  of Form S-8  and Item 601(b)(5)  of Regulation S-K.   The only
   opinion rendered by this firm consists of the matter set forth in
   numbered paragraph (1) below  (our "Opinion"), and no opinion  is
   implied  or to be inferred beyond such matter.  Additionally, our
   Opinion  is  based  upon   and  subject  to  the  qualifications,
   limitations and exceptions set forth in this letter.

        In rendering our Opinion,  we have examined such agreements,
   documents,  instruments and  records  as we  deemed necessary  or
   appropriate  under  the  circumstances  for  us  to  express  our
   Opinion, including without limitation,  the Plans.  In making all
   of  our   examinations,  we   assumed  the  genuineness   of  all
   signatures, the authenticity of all  documents submitted to us as
   originals,  the  conformity  to  the original  documents  of  all
   documents  submitted to us as  copies, and the  due execution and
   delivery of all documents  by any persons or entities  other than
   the Company where due  execution and delivery by such  persons or
   entities  is   a  prerequisite  to  the   effectiveness  of  such
   documents.
As  to  various factual  matters  that are  material  to our
   Opinion,  we have relied upon the factual statements set forth in
   a certificate  of officers of the Company  and a certificate of a
   public  official.     We  have  not   independently  verified  or
   investigated,  nor  do  we  assume any  responsibility  for,  the
   factual accuracy or completeness of such factual statements.  

        The members  of this firm  are admitted  to the  Bar of  the
   State of Georgia  and are duly qualified to  practice law in that
   state.    We do  not herein  express  any opinion  concerning any
   matter respecting or affected  by any laws other than the laws of
   the State  of Georgia that  are now  in effect and  that, in  the
   exercise   of  reasonable  professional  judgment,  are  normally
   considered  in transactions  such  as those  contemplated by  the
   issuance  of the  Shares  pursuant to  the  Plans.   The  Opinion
   hereinafter set forth is  based upon pertinent laws and  facts in
   existence  as of the date  hereof, and we  expressly disclaim any
   obligation to advise  you of  changes to such  pertinent laws  or
   facts that hereafter may come to our attention.

        Based  upon  and subject  to the  foregoing,  we are  of the
   Opinion that:

        (1)  the Shares, when issued in accordance with the terms of
             the Plans upon the exercise of stock options granted or
             to  be  granted  pursuant  to the  Plans,  and  against
             payment in full of the  purchase price for such Shares,
             will be validly issued, fully paid and nonassessable.

        We hereby consent to the filing of this letter as an exhibit
   to the Registration Statement.

             Very truly yours,

             /s/ Long, Aldridge & Norman

             LONG, ALDRIDGE & NORMAN
Exhibit 23(a)
                                     Consent of Price Waterhouse LLP
CONSENT OF INDEPENDENT ACCOUNTANTS

   We  hereby consent  to  the incorporation  by  reference in  this
   Registration Statement on Form  S-8 of our report dated  June 16,
   1995, which  appears  on page  14 of  the 1995  Annual Report  to
   Shareholders  of  Davis  Water  &  Waste  Industries,  Inc.  (the
   Company),  which is  incorporated by  reference in  the Company's
   Annual Report on Form 10-K for the year ended April 30, 1995.  We
   also consent to the  incorporation by reference of our  report on
   the Financial Statement  Schedules, which appears  on page 27  of
   such Annual Report on Form 10-K.

   /s/ Price Waterhouse LLP

   PRICE WATERHOUSE LLP

   Atlanta, Georgia
   September 22, 1995
Exhibit 24
                                                  Powers of Attorney
POWERS OF ATTORNEY

        KNOW  ALL MEN  BY  THESE PRESENTS,  that  each person  whose
   signature appears  below constitutes and appoints  R. Doyle White
   and  Stan White, and each of them, his true and lawful attorneys-
   in-fact  and agents, with full power of substitution, for him and
   in his  name, place and stead, in any and all capacities, to sign
   the Registration Statement  on Form  S-8 of Davis  Water &  Waste
   Industries, Inc. relating to the 1994 Employees Stock Option Plan
   and  the 1994 Directors  Stock Option Plan  to be filed  with the
   Securities and  Exchange Commission,  and any and  all amendments
   (including  post-effective amendments) thereto,  and to  file the
   same, with all exhibits thereto and other documents in connection
   therewith, with the Securities and Exchange Commission,  granting
   unto said  attorneys-in-fact and agents,  and each of  them, full
   power  and authority  to do  and perform each  and every  act and
   thing requisite or  necessary to be done, as fully to all intents
   and purposes as he might or  could do in person, hereby ratifying
   and confirming all that said  attorneys-in-fact and agents or any
   of  them, or their or his substitute or substitutes, may lawfully
   do or cause to be done by virtue hereof.

        This 28th day of September 1995. 

   /s/ Joe E. Beverly
   ----------------------------
   Joe E. Beverly

   /s/ O. Larry Comer
   ----------------------------
   O. Larry Comer

   /s/ Robert P. Crozer
   ----------------------------
   Robert P. Crozer

   /s/ H. Forbes Davis
   ----------------------------
   H. Forbes Davis

   /s/ Jasper C. Davis III
   ----------------------------
   Jasper C. Davis III

   /s/ R. R. Davis
   ----------------------------
   R. R. Davis

   /s/ Thomas R. Pledger
   ----------------------------
   Thomas R. Pledger