Registration No. 33-_______





                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                              _______________

                                 FORM S-8

                          REGISTRATION STATEMENT

                                   Under

                        THE SECURITIES ACT OF 1933

                                 ________________

                         BROWNING-FERRIS INDUSTRIES, INC.
                (Exact name of issuer as specified in its charter)

          DELAWARE                              74-1673682
(State or other jurisdiction of              (I.R.S.Employer
incorporation or organization)               Identification No.)

          757 N. Eldridge                         77079
          Houston, Texas                        (Zip Code)
(Address of principal executive offices)




                           1993 Stock Incentive Plan and
                       1993 Non-Employee Director Stock Plan

                                        of

                         BROWNING-FERRIS INDUSTRIES, INC.
                             (Full title of the plans)

                                 GERALD K. BURGER
                         Browning-Ferris Industries, Inc.
                                  757 N. Eldridge
                               Houston, Texas 77079
                      (Name and address of agent for service)

Telephone number, including area code, of agent for service:
                                  (713) 870-7820

                                 ________________

                                        Cover continued on next page.


                          CALCULATION OF REGISTRATION FEE



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

Common Stock,  7,250,000   $28.9375(3) $209,796,870(3) $72,344(3)
$.16-2/3 Par      (1)(2)
Value

___________________________________________________________________

     (1)  The 7,250,000 shares of Common Stock being originally 
registered hereby are reserved for issuance upon exercise of options 
granted or to be granted under the Registrant's 1993 Stock Incentive 
Plan and 1993 Non-Employee Director Stock Plan.  The registration fees 
have been paid previously respecting the securities registered by 
Registration Statement Nos. 2-91197, 33-21577 and 33-41281 pursuant
to which the Company originally registered 10,000,000 shares of Common 
Stock, $.16-2/3 par value, reserved for issuance upon exercise under 
the Registrant's stock option plans.  The Registrant declared two-for-one 
splits of its Common Stock, $.16-2/3 par value, to stockholders of record 
at the close of business on December 13, 1985 and March 31, 1987.  The 
distribution of the shares resulting from these stock splits was effected 
December 26, 1985 and April 24, 1987.  Pursuant to the anti-dilution 
provisions of each of the Company's stock option plans, each holder of 
options to purchase Common Stock which were granted on or before these 
two stock split record dates are entitled to the exercise of an option, 
adjusted on a per share basis, at the same aggregate purchase price.  The
restated number of shares originally registered is 13,000,000 shares.  Of 
such shares registered, 3,356,115 shares have been issued as of March 31, 
1994.  The shares registered hereby pursuant to Registration Statement 
Nos. 2-91197, 33-21577 and 33-41281 are as follows:  

                                             Number of Shares 
               Name of Plan                      Registered   

        1983 Stock Option Plan                    1,332,330
        1987 Stock Option Plan                    4,473,500
        1990 Stock Option Plan                    3,838,055

                 Total                            9,643,885


     The maximum number of shares of Common Stock which may be issuable 
upon exercise of all such options is, as more fully set forth herein, 
subject to adjustment to prevent dilution.

     (2)  There are also registered hereby such indeterminate number of 
shares of Common Stock as may become issuable by reason of the operation 
of the anti- dilution provisions of the plans.  

     (3)  Calculated in accordance with Rule 457(h)(1).
                                 ________________

     The Prospectus used in connection with this Registration Statement 
also relates to Registration Statement Nos. 2-91197, 33-21577 and 33-41281 
and is intended to be the common prospectus referred to in Rule 429 under 
the Securities Act of 1933, as amended.  Such Registration Statements are 
accordingly amended to reflect the information contained herein.  



                                     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") are incorporated herein by reference and made a part 
hereof:

     (a)  The Company's annual report for the fiscal year ended September 
30, 1993, on Form 10-K; and

     (b)  The Company's quarterly report on Form 10-Q for the quarter ended 
December 31, 1993.

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

Item 6.  Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware 
empowers the Company to, and the By-laws of the Company provide that it 
shall, indemnify any person who was or is a party or is threatened to be 
made a party to, or otherwise becomes involved in, any threatened, pending 
or completed action, suit or proceeding, whether civil, criminal, 
administrative, investigative (formal or informal) other than an action by 
or in the right of the Company, by reason of the fact that he is or was a 
director, officer, employee or agent of the Company, or is or was serving 
at the request of the Company as a director, officer, employee or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against expenses (including attorneys' fees), judgments, fines and amounts 
paid in settlement actually and reasonably incurred by him in connection 
with such action, suit or proceeding if he acted in good faith and in a 
manner he reasonably believed to be in or not opposed to the best 
interests of the Company, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful; 
except that, in the case of an action or suit by or in the right of the 
Company, 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 Company, unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall 
determine that such person is fairly and reasonably entitled to indemnity 
for proper expenses.  

The Company's By-laws provide, pursuant to Section 145 of the General 
Corporation Law of the State of Delaware, for indemnification of officers, 
directors, employees and agents of the Company and persons serving at the 
request of the Company in such capacities for other business organizations 
against certain losses, costs, liabilities and expenses incurred by reason 
of their positions with the Company or such other business organizations.  

The Company's Restated Certificate of Incorporation contains a provision 
which eliminates, to the fullest extent permitted by law, director 
liability for monetary damages for breaches of fiduciary duty of care.  

At the annual meeting of stockholders held on March 4, 1987, the Company's 
shareholders adopted a resolution authorizing the Company to enter into an 
Indemnity Agreement with each of the Company's directors and with certain 
officers of the Company designated by the Board of Directors or its 
Executive Committee.   The Indemnity Agreement requires that the Company 
indemnify directors and designated officers who are parties thereto in all 
cases to the fullest extent permitted by applicable law.  

Pursuant to a policy of directors' and officers' liability and corporation 
reimbursement insurance, the Company's officers and directors are insured, 
subject to the limits, retention, exceptions and other terms and conditions 
of such policy, against liability for any actual or alleged breach of duty, 
neglect, error, misstatement, misleading statement, omission or other act 
done or wrongfully attempted while acting in their capacities as directors 
or officers of the Company.  Pursuant to a number of agreements by which 
the Company acquired ownership of businesses, the former owners of those 
businesses individually agreed to indemnify each officer of the Company, 
each person who may be liable as a director of the Company or as a person 
who controls or shall have controlled the Company within the meaning of the 
Securities Act of 1933 (the "Act") against certain liabilities that such 
officers, directors or controlling persons might incur.  Generally, such
former owners have agreed to indemnify such officers, directors or 
controlling persons against any and all damages or liabilities to which 
such officers, directors or controlling persons may become subject under 
the Act, the Securities Exchange Act of 1934, state securities laws, the 
common law or otherwise, including legal and other expenses incurred in 
connection therewith, but only insofar as such liabilities arise out of 
or are based upon any untrue statement or omission or alleged omission 
based upon information furnished to the Company by or on behalf of such 
former owner for use in certain registration statements filed by the 
Company under the Act or upon failure of such former owner to provide 
such information.  

Item 8. Exhibits

     *3        -    Restated Certificate of Incorporation of 
                    Browning-Ferris Industries, Inc. dated October 
                    7, 1991.  (Exhibit No. 3(a) of Form 10-K for the 
                    fiscal year ended September 30, 1993 is incorporated 
                    by reference.)  

     *4(a)     -    Browning-Ferris Industries, Inc. 1983 Stock Option 
                    Plan, as amended on December 2, 1986.  (Exhibit 10.7 
                    of Form 10-K for the fiscal year ended September 30, 
                    1986 is incorporated by reference.)

     *4(b)     -    Browning-Ferris Industries, Inc. 1987 Stock Option 
                    Plan.  (Exhibit 10.11 of Form 10-K for the fiscal 
                    year ended September 30, 1988, is incorporated by 
                    reference.)

     *4(c)     -    Browning-Ferris Industries, Inc. 1990 Stock Option 
                    Plan.  (Exhibit 4.5 of Registration Statement No. 
                    33-41281 is incorporated by reference.)

      4(d)     -    Browning-Ferris Industries, Inc. 1993 Stock Incentive 
                    Plan.

      4(e)     -    Browning-Ferris Industries, Inc. 1993 Non-Employee 
                    Director Stock Plan.

     *4(f)     -    Browning-Ferris Industries, Inc. 1983 Stock Option 
                    Plan Agreement for Incentive Stock Options for 
                    Employees.  (Exhibit 4.15 of Registration Statement 
                    No. 2-91197 is incorporated by reference.)  

     *4(g)     -    Browning-Ferris Industries, Inc. 1983 Stock Option 
                    Plan Agreement for Incentive Stock Options for Officers 
                    and Directors.  (Exhibit 4.16 of Registration Statement 
                    No. 2- 91197 is incorporated by reference.)

     *4(h)     -    Browning-Ferris Industries, Inc. 1983 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Employees.  
                    (Exhibit 4.17 of Registration Statement No. 2-91197 is 
                    incorporated by reference.)

     *4(i)     -    Browning-Ferris Industries, Inc. 1983 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Officers 
                    and Directors.  (Exhibit 4.18 of Registration No. 
                    2-91197 is incorporated by reference.)

     *4(j)     -    Browning-Ferris Industries, Inc. 1987 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Employees.  
                    (Exhibit 4.18 of Registration Statement No. 33-21577 is 
                    incorporated by reference.)

     *4(k)     -    Browning-Ferris Industries, Inc. 1987 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Officers 
                    and Directors.  (Exhibit 4.19 of Registration Statement 
                    No. 33- 21577 is incorporated by reference.)

     *4(l)     -    Browning-Ferris Industries, Inc. 1990 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Employees.  
                    (Exhibit 4.16 of Registration Statement No. 33-41281 is 
                    incorporated by reference.)

     *4(m)     -    Browning-Ferris Industries, Inc. 1990 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Officers 
                    and Directors.  (Exhibit 4.17 of Registration Statement 
                    No. 33- 41281 is incorporated by reference.)

      4(n)     -    Browning-Ferris Industries, Inc. 1993 Stock Incentive 
                    Plan Agreement.

      4(o)     -    Browning-Ferris Industries, Inc. 1993 Non-Employee 
                    Director Stock Plan Agreement.

      5        -    Legal Opinion of Fulbright & Jaworski.  

     23(a)     -    Consent of Arthur Andersen & Co.

     23(b)     -    Consent of Messrs. Fulbright & Jaworski (included in 
                    their opinion filed as Exhibit 5).

     24        -    Powers of Attorney (included under the caption "Powers 
                    of Attorney and Signatures").  
_________________

*Incorporated by reference.


Item 9.  Undertakings.

     A.   The undersigned registrant hereby undertakes:

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

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

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

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

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

          (2)  That, for the purpose of determining any liability under 
the Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof; 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 undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide 
offering thereof.  

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


                                    SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, 
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 Houston, State of 
Texas, on this 29th day of April, 1994.

                                 BROWNING-FERRIS INDUSTRIES, INC.
                                 (Registrant)


                                 By: /s/ William D. Ruckelshaus  
                                 William D. Ruckelshaus,
                                 Chairman of the Board,
                                 Chief Executive Officer
                                 and Director

                         POWERS OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following 
persons in the capacities and on the date indicated.  Each of the 
undersigned officers and directors of Browning-Ferris Industries, 
Inc. hereby constitutes and appoints WILLIAM D. RUCKELSHAUS, JEFFREY 
E. CURTISS and RUFUS WALLINGFORD, and each of them singly, acting 
without the others, as true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him in his 
name, place and stead, in any and all capacities, to sign any and 
all amendments (including post- effective amendments) to this 
Registration Statement and to file the same, with all exhibits thereto, 
and other documents in connection therewith, with the Securities and 
Exchange Commission and to make any and all state securities law or blue 
sky filings, granting unto said attorney-in-fact and agent, full power 
and authority to do and perform each and every act and thing requisite 
or necessary to be done in and about the premises, as fully to all 
intents and purposes as he might or could do in person, thereby 
ratifying and confirming all that said attorney-in-fact and agent, 
or his substitute or substitutes, may lawfully do or cause to be done 
by virtue hereof.  
                                   /s/ William D. Ruckelshaus    
                                       William D. Ruckelshaus,
                                       Chairman of the Board,
                                       Chief Executive Officer
                                            and Director

                                       /s/ Bruce E. Ranck        
                                           Bruce E. Ranck,
                                     President, Chief Operating
                                        Officer and Director
                                        
                                      /s/ Norman A. Myers        
                                        Norman A. Myers, Vice
                                   Chairman, Chief Marketing
                                        Officer and Director

                                      /s/ Jeffrey E. Curtiss      
                                         Jeffrey E. Curtiss,
                                      Senior Vice President and
                                       Chief Financial Officer

                                          /s/ David R. Hopkins    
                                          David R. Hopkins,
                                   Vice President, Controller and
                                      Chief Accounting Officer

                                      /s/ William T. Butler     
                                         William T. Butler,
                                              Director

                                    /s/ C. Jackson Grayson, Jr.  
                                      C. Jackson Grayson, Jr.,
                                              Director

                                       /s/ Gerald Grinstein      
                                     Gerald Grinstein, Director

                                         /s/ Ulrich Otto         
                                        Ulrich Otto, Director

                                     /s/ Harry J. Phillips, Sr.  
                                      Harry J. Phillips, Sr., 
                                              Director

                                     /s/ Joseph L. Robers, Jr.   
                                      Joseph L. Roberts, Jr., 
                                              Director

                                     /s/ Marc J. Shapiro         
                                      Marc J. Shapiro, Director

                                      /s/ Robert M. Teeter       
                                     Robert M. Teeter, Director

                                       /s/ Louis A. Waters       
                                      Louis A. Waters, Director

                                     /s/ Marina v.N. Whitman     
                                    Marina v.N. Whitman, Director

April 29, 1994.                           /s/ Peter S. Willmott  
                                     Peter S. Willmott, Director
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Registration No. 33-_______

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                              _______________

                                 FORM S-8

                          REGISTRATION STATEMENT

                                   Under

                        THE SECURITIES ACT OF 1933

                                 ________________

                         BROWNING-FERRIS INDUSTRIES, INC.
                (Exact name of issuer as specified in its charter)

          DELAWARE                              74-1673682
(State or other jurisdiction of              (I.R.S.Employer
incorporation or organization)               Identification No.)

          757 N. Eldridge                         77079
          Houston, Texas                        (Zip Code)
(Address of principal executive offices)

                           1993 Stock Incentive Plan and
                       1993 Non-Employee Director Stock Plan

                                        of

                         BROWNING-FERRIS INDUSTRIES, INC.
                             (Full title of the plans)

                                 GERALD K. BURGER
                         Browning-Ferris Industries, Inc.
                                  757 N. Eldridge
                               Houston, Texas 77079
                      (Name and address of agent for service)

Telephone number, including area code, of agent for service:
                                  (713) 870-7820

                                 ________________

                                        Cover continued on next page.

                          CALCULATION OF REGISTRATION FEE

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

Common Stock,  7,250,000   $28.9375(3) $209,796,870(3) $72,344(3)
$.16-2/3 Par      (1)(2)
Value

___________________________________________________________________

     (1)  The 7,250,000 shares of Common Stock being originally 
registered hereby are reserved for issuance upon exercise of options 
granted or to be granted under the Registrant's 1993 Stock Incentive 
Plan and 1993 Non-Employee Director Stock Plan.  The registration fees 
have been paid previously respecting the securities registered by 
Registration Statement Nos. 2-91197, 33-21577 and 33-41281 pursuant
to which the Company originally registered 10,000,000 shares of Common 
Stock, $.16-2/3 par value, reserved for issuance upon exercise under 
the Registrant's stock option plans.  The Registrant declared two-for-one 
splits of its Common Stock, $.16-2/3 par value, to stockholders of record 
at the close of business on December 13, 1985 and March 31, 1987.  The 
distribution of the shares resulting from these stock splits was effected 
December 26, 1985 and April 24, 1987.  Pursuant to the anti-dilution 
provisions of each of the Company's stock option plans, each holder of 
options to purchase Common Stock which were granted on or before these 
two stock split record dates are entitled to the exercise of an option, 
adjusted on a per share basis, at the same aggregate purchase price.  The
restated number of shares originally registered is 13,000,000 shares.  Of 
such shares registered, 3,356,115 shares have been issued as of March 31, 
1994.  The shares registered hereby pursuant to Registration Statement 
Nos. 2-91197, 33-21577 and 33-41281 are as follows:  

                                             Number of Shares 
               Name of Plan                      Registered   

        1983 Stock Option Plan                    1,332,330
        1987 Stock Option Plan                    4,473,500
        1990 Stock Option Plan                    3,838,055

                 Total                            9,643,885

     The maximum number of shares of Common Stock which may be issuable 
upon exercise of all such options is, as more fully set forth herein, 
subject to adjustment to prevent dilution.

     (2)  There are also registered hereby such indeterminate number of 
shares of Common Stock as may become issuable by reason of the operation 
of the anti- dilution provisions of the plans.  

     (3)  Calculated in accordance with Rule 457(h)(1).
                                 ________________

     The Prospectus used in connection with this Registration Statement 
also relates to Registration Statement Nos. 2-91197, 33-21577 and 33-41281 
and is intended to be the common prospectus referred to in Rule 429 under 
the Securities Act of 1933, as amended.  Such Registration Statements are 
accordingly amended to reflect the information contained herein.  

                                     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") are incorporated herein by reference and made a part 
hereof:

     (a)  The Company's annual report for the fiscal year ended September 
30, 1993, on Form 10-K; and

     (b)  The Company's quarterly report on Form 10-Q for the quarter ended 
December 31, 1993.

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

Item 6.  Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware 
empowers the Company to, and the By-laws of the Company provide that it 
shall, indemnify any person who was or is a party or is threatened to be 
made a party to, or otherwise becomes involved in, any threatened, pending 
or completed action, suit or proceeding, whether civil, criminal, 
administrative, investigative (formal or informal) other than an action by 
or in the right of the Company, by reason of the fact that he is or was a 
director, officer, employee or agent of the Company, or is or was serving 
at the request of the Company as a director, officer, employee or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against expenses (including attorneys' fees), judgments, fines and amounts 
paid in settlement actually and reasonably incurred by him in connection 
with such action, suit or proceeding if he acted in good faith and in a 
manner he reasonably believed to be in or not opposed to the best 
interests of the Company, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful; 
except that, in the case of an action or suit by or in the right of the 
Company, 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 Company, unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall 
determine that such person is fairly and reasonably entitled to indemnity 
for proper expenses.  

The Company's By-laws provide, pursuant to Section 145 of the General 
Corporation Law of the State of Delaware, for indemnification of officers, 
directors, employees and agents of the Company and persons serving at the 
request of the Company in such capacities for other business organizations 
against certain losses, costs, liabilities and expenses incurred by reason 
of their positions with the Company or such other business organizations.  

The Company's Restated Certificate of Incorporation contains a provision 
which eliminates, to the fullest extent permitted by law, director 
liability for monetary damages for breaches of fiduciary duty of care.  

At the annual meeting of stockholders held on March 4, 1987, the Company's 
shareholders adopted a resolution authorizing the Company to enter into an 
Indemnity Agreement with each of the Company's directors and with certain 
officers of the Company designated by the Board of Directors or its 
Executive Committee.   The Indemnity Agreement requires that the Company 
indemnify directors and designated officers who are parties thereto in all 
cases to the fullest extent permitted by applicable law.  

Pursuant to a policy of directors' and officers' liability and corporation 
reimbursement insurance, the Company's officers and directors are insured, 
subject to the limits, retention, exceptions and other terms and conditions 
of such policy, against liability for any actual or alleged breach of duty, 
neglect, error, misstatement, misleading statement, omission or other act 
done or wrongfully attempted while acting in their capacities as directors 
or officers of the Company.  Pursuant to a number of agreements by which 
the Company acquired ownership of businesses, the former owners of those 
businesses individually agreed to indemnify each officer of the Company, 
each person who may be liable as a director of the Company or as a person 
who controls or shall have controlled the Company within the meaning of the 
Securities Act of 1933 (the "Act") against certain liabilities that such 
officers, directors or controlling persons might incur.  Generally, such
former owners have agreed to indemnify such officers, directors or 
controlling persons against any and all damages or liabilities to which 
such officers, directors or controlling persons may become subject under 
the Act, the Securities Exchange Act of 1934, state securities laws, the 
common law or otherwise, including legal and other expenses incurred in 
connection therewith, but only insofar as such liabilities arise out of 
or are based upon any untrue statement or omission or alleged omission 
based upon information furnished to the Company by or on behalf of such 
former owner for use in certain registration statements filed by the 
Company under the Act or upon failure of such former owner to provide 
such information.  

Item 8. Exhibits

     *3        -    Restated Certificate of Incorporation of 
                    Browning-Ferris Industries, Inc. dated October 
                    7, 1991.  (Exhibit No. 3(a) of Form 10-K for the 
                    fiscal year ended September 30, 1993 is incorporated 
                    by reference.)  

     *4(a)     -    Browning-Ferris Industries, Inc. 1983 Stock Option 
                    Plan, as amended on December 2, 1986.  (Exhibit 10.7 
                    of Form 10-K for the fiscal year ended September 30, 
                    1986 is incorporated by reference.)

     *4(b)     -    Browning-Ferris Industries, Inc. 1987 Stock Option 
                    Plan.  (Exhibit 10.11 of Form 10-K for the fiscal 
                    year ended September 30, 1988, is incorporated by 
                    reference.)

     *4(c)     -    Browning-Ferris Industries, Inc. 1990 Stock Option 
                    Plan.  (Exhibit 4.5 of Registration Statement No. 
                    33-41281 is incorporated by reference.)

      4(d)     -    Browning-Ferris Industries, Inc. 1993 Stock Incentive 
                    Plan.

      4(e)     -    Browning-Ferris Industries, Inc. 1993 Non-Employee 
                    Director Stock Plan.

     *4(f)     -    Browning-Ferris Industries, Inc. 1983 Stock Option 
                    Plan Agreement for Incentive Stock Options for 
                    Employees.  (Exhibit 4.15 of Registration Statement 
                    No. 2-91197 is incorporated by reference.)  

     *4(g)     -    Browning-Ferris Industries, Inc. 1983 Stock Option 
                    Plan Agreement for Incentive Stock Options for Officers 
                    and Directors.  (Exhibit 4.16 of Registration Statement 
                    No. 2- 91197 is incorporated by reference.)

     *4(h)     -    Browning-Ferris Industries, Inc. 1983 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Employees.  
                    (Exhibit 4.17 of Registration Statement No. 2-91197 is 
                    incorporated by reference.)

     *4(i)     -    Browning-Ferris Industries, Inc. 1983 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Officers 
                    and Directors.  (Exhibit 4.18 of Registration No. 
                    2-91197 is incorporated by reference.)

     *4(j)     -    Browning-Ferris Industries, Inc. 1987 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Employees.  
                    (Exhibit 4.18 of Registration Statement No. 33-21577 is 
                    incorporated by reference.)

     *4(k)     -    Browning-Ferris Industries, Inc. 1987 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Officers 
                    and Directors.  (Exhibit 4.19 of Registration Statement 
                    No. 33- 21577 is incorporated by reference.)

     *4(l)     -    Browning-Ferris Industries, Inc. 1990 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Employees.  
                    (Exhibit 4.16 of Registration Statement No. 33-41281 is 
                    incorporated by reference.)

     *4(m)     -    Browning-Ferris Industries, Inc. 1990 Stock Option Plan 
                    Agreement for Non-qualified Stock Options for Officers 
                    and Directors.  (Exhibit 4.17 of Registration Statement 
                    No. 33- 41281 is incorporated by reference.)

      4(n)     -    Browning-Ferris Industries, Inc. 1993 Stock Incentive 
                    Plan Agreement.

      4(o)     -    Browning-Ferris Industries, Inc. 1993 Non-Employee 
                    Director Stock Plan Agreement.

      5        -    Legal Opinion of Fulbright & Jaworski.  

     23(a)     -    Consent of Arthur Andersen & Co.

     23(b)     -    Consent of Messrs. Fulbright & Jaworski (included in 
                    their opinion filed as Exhibit 5).

     24        -    Powers of Attorney (included under the caption "Powers 
                    of Attorney and Signatures").  
_________________

*Incorporated by reference.

Item 9.  Undertakings.

     A.   The undersigned registrant hereby undertakes:

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

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

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

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

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

          (2)  That, for the purpose of determining any liability under 
the Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof; 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 undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide 
offering thereof.  

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

                                    SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 
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 Houston, State of 
Texas, on this 29th day of April, 1994.

                                 BROWNING-FERRIS INDUSTRIES, INC.
                                 (Registrant)

                                 By: /s/ William D. Ruckelshaus  
                                 William D. Ruckelshaus,
                                 Chairman of the Board,
                                 Chief Executive Officer
                                 and Director

                         POWERS OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following 
persons in the capacities and on the date indicated.  Each of the 
undersigned officers and directors of Browning-Ferris Industries, 
Inc. hereby constitutes and appoints WILLIAM D. RUCKELSHAUS, JEFFREY 
E. CURTISS and RUFUS WALLINGFORD, and each of them singly, acting 
without the others, as true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him in his 
name, place and stead, in any and all capacities, to sign any and 
all amendments (including post- effective amendments) to this 
Registration Statement and to file the same, with all exhibits thereto, 
and other documents in connection therewith, with the Securities and 
Exchange Commission and to make any and all state securities law or blue 
sky filings, granting unto said attorney-in-fact and agent, full power 
and authority to do and perform each and every act and thing requisite 
or necessary to be done in and about the premises, as fully to all 
intents and purposes as he might or could do in person, thereby 
ratifying and confirming all that said attorney-in-fact and agent, 
or his substitute or substitutes, may lawfully do or cause to be done 
by virtue hereof.  
                                   /s/ William D. Ruckelshaus    
                                       William D. Ruckelshaus,
                                       Chairman of the Board,
                                       Chief Executive Officer
                                            and Director

                                       /s/ Bruce E. Ranck        
                                           Bruce E. Ranck,
                                     President, Chief Operating
                                        Officer and Director
                                        
                                      /s/ Norman A. Myers        
                                        Norman A. Myers, Vice
                                   Chairman, Chief Marketing
                                        Officer and Director

                                      /s/ Jeffrey E. Curtiss      
                                         Jeffrey E. Curtiss,
                                      Senior Vice President and
                                       Chief Financial Officer

                                          /s/ David R. Hopkins    
                                          David R. Hopkins,
                                   Vice President, Controller and
                                      Chief Accounting Officer

                                      /s/ William T. Butler     
                                         William T. Butler,
                                              Director

                                    /s/ C. Jackson Grayson, Jr.  
                                      C. Jackson Grayson, Jr.,
                                              Director

                                       /s/ Gerald Grinstein      
                                     Gerald Grinstein, Director

                                         /s/ Ulrich Otto         
                                        Ulrich Otto, Director

                                     /s/ Harry J. Phillips, Sr.  
                                      Harry J. Phillips, Sr., 
                                              Director

                                     /s/ Joseph L. Robers, Jr.   
                                      Joseph L. Roberts, Jr., 
                                              Director

                                     /s/ Marc J. Shapiro         
                                      Marc J. Shapiro, Director

                                      /s/ Robert M. Teeter       
                                     Robert M. Teeter, Director

                                       /s/ Louis A. Waters       
                                      Louis A. Waters, Director

                                     /s/ Marina v.N. Whitman     
                                    Marina v.N. Whitman, Director

April 29, 1994.                           /s/ Peter S. Willmott  
                                     Peter S. Willmott, Director