As filed with the Securities and
            Exchange Commission on November 23, 1994

                                  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
                      Houston, Texas  77079
      (Address of principal executive offices and zip code)


          BFI EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
                    (Full title of the plan)


         Gerald K. Burger, Vice President and Secretary
                Browning-Ferris Industries, Inc.
                         757 N. Eldridge
                      Houston, Texas  77079
             (Name and address of agent for service)

                         (713) 870-8100
  (Telephone number, including area code, of agent for service)





                          CALCULATION OF REGISTRATION FEE


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

Common Stock,  2,000,000 (4)  $26.13      $52,260,000 $18,021
$.16-2/3                                             
par value(3)                                         


(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the BFI Employee Stock Ownership and Savings
Plan (the "Plan").

(2)  Estimated, solely for the purpose of calculating the registration fee,
in accordance with Rules 457(c) and (h) under the Securities Act of 1933, on
the basis of the average of the high and low sales prices reported by
the New York Stock Exchange-Composite Tape for November 22, 1994.

(3)  Includes the preferred stock purchase rights associated with the Common
Stock.

(4)  Pursuant to Rule 416(a), this Registration Statement also covers such
indeterminable number of additional shares as may become issuable to prevent
dilution resulting from stock splits, stock dividends or similar transactions
pursuant to the terms of the Plan. 


                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents which have been filed with the Securities and Exchange
Commission (the "Commission") (File No. 1-6805) are incorporated herein by
reference and made a part hereof:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993.

     (2)  The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1993.

     (3)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1993, March 31, 1993 and June 30, 1993.

     (4)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-3, filed with the Commission on
January 12, 1994 (Registration No. 33-58790).

All reports and other documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.  Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

Item 4.   Description of Securities.

Not applicable

Item 5.   Interests of Named Experts and Counsel.

Not applicable.

Item 6.   Indemnification of Directors and Officers.  

Section 145 of the General Corporation Law of the State of Delaware empowers
the Registrant to, and the By-laws of the Registrant 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 other than an action, suit or proceeding by or in
the right of the Registrant, by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant, or is or was serving
at the request of the Registrant 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
Registrant, 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 Registrant, 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 Registrant, 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 Registrant'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 Registrant and persons serving at the
request of the Registrant in such capacities for other business organizations
against certain losses, costs, liabilities and expenses incurred by reason of
their positions with the Registrant or such other business organizations.  

The Registrant'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 Registrant's
stockholders adopted a resolution authorizing the Registrant to enter into an
Indemnity Agreement with each of the Registrant's directors and with certain
officers of the Registrant designated by the Board of Directors or its
Executive Committee.  The Indemnity Agreement requires that the Registrant
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 Registrant'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 Registrant.

Pursuant to a number of agreements by which the Registrant acquired ownership
of businesses, the former owners of those businesses individually agreed to
indemnify each officer of the Registrant, each person who may be liable as a
director of the Registrant or as a person who controls or shall have controlled
the Registrant 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 Registrant 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 7.   Exemption From Registration Claimed.

Not Applicable.


Item 8.  Exhibits.  

The following exhibits are filed with or incorporated by reference into this
Registration Statement:

Number                  Description
                        
 4.1                    Registrant's Restated Certificate ofIncorporation,
                        dated October 7, 1991.  Exhibit 3(a) of the
                        Registrant's Annual Report on Form 10-K for the year
                        ended September 30, 1993, File No. 1-6805, is hereby
                        incorporated by reference.

 4.2                    Registrant's By-laws, as amended throughMarch 3, 1993.
                        Exhibit 3(b) of the Registrant's Annual Report on Form
                        10-K for the year ended September 30, 1993, File No.
                        1-6805, is hereby incorporated by reference.  

 4.3                    Rights Agreement, dated June 1, 1988, between the
                        Registrant and Texas Commerce Bank National
                        Association.  Exhibit 3.3 of Registrant's Annual Report
                        on Form 10-K for the year ended September 30, 1988,
                        File No. 1-6805, is hereby incorporated by reference.

 4.4                    First Amendment, dated March 1, 1989, to Rights
                        Agreement dated June 1, 1988, between the Registrant
                        and Texas Commerce Bank National Association.  Exhibit
                        10.1 to the Registrant's Quarterly Report on Form 10-Q
                        for the quarter ended June 30, 1989, File No. 1-6805,
                        is hereby incorporated by reference.

  4.5                   Second Amendment, dated as of March 7, 1990, to Rights
                        Agreement, dated June 1, 1988, between the Registrant
                        and First Chicago Trust Company of New York as
                        successor Rights Agent.  Exhibit 4.1 to the
                        Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended March 31, 1990, File No. 1- 6805, is
                        hereby incorporated by reference.

 4.6                    BFI Employee Stock Ownership and Savings Plan, as
                        amended through December 1, 1986.  Exhibit 10.10 of
                        Registrant's Annual Report on Form 10-K for the year
                        ended September 30, 1986, File No. 1-6805, is hereby
                        incorporated by reference. 

 4.7                    Fifth Amendment dated June 8, 1988 to the BFI Employee
                        Stock Ownership and Savings Plan.  Exhibit 10.16 of
                        Registrant's Annual Report on Form 10-K for the year
                        ended September 30, 1988, File No. 1-6805, is hereby
                        incorporated by reference. 

 4.8                    Sixth Amendment dated December 23, 1988 to the BFI
                        Employee Stock Ownership and Savings Plan.  Exhibit
                        10.4 of Registrant's Quarterly Report on Form 10-Q for
                        the quarter ended December 31, 1988, File No. 1-6805,
                        is hereby incorporated by reference.

 4.9                    Seventh, Eighth and Ninth Amendments, dated as of May
                        31, 1989, June 7, 1989 and October 31, 1991,
                        respectively, to the BFI Employee Stock Ownership and
                        Savings Plan.  Exhibit 10.20 of Registrant's Annual
                        Report on Form 10-K for the year ended September 30,
                        1991, File No. 1-6805, is hereby incorporated by
                        reference.

  4.10                  Tenth Amendment dated September 7, 1993, to the BFI
                        Employee Stock Ownership and Savings Plan, Exhibit
                        10.22 of Registrant's Annual Report on Form 10-K for
                        the year ended September 30, 1993, File No. 1-6805, is
                        hereby incorporated by reference.

 *4.11                  BFI Employee Stock Ownership and Savings Plan Trust
                        Agreement dated as of April 12, 1993.  

 *4.12                  First Amendment, dated June 1, 1994, to the BFI
                        Employee Stock Ownership and Savings Plan Trust
                        Agreement.  

*5.1                    Opinion of as to legality of the securities being
                        registered.

 5.2                    The Registrant hereby undertakes to submit or has
                        submitted the Plan and any amendment thereto to the
                        Internal Revenue Service ("IRS") in a timely manner
                        and has made or will make all changes required by the
                        IRS in order to qualify the Plan.

*23.1                   Consents of Arthur Andersen LLP.

*23.2                   Consent of Counsel (included in the opinion filed as
                        Exhibit 5.1 hereof).

 *24                    Powers of Attorney. (Included in signature page).


______________________
*Filed with this Registration Statement.


Item 9.  Undertakings.  

(a)  The undersigned registrant hereby undertakes:  

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

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

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

          (iii)     To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement. 

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8 and
          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 Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

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

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

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

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

                                    SIGNATURES

The Registrant.

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 the 23rd
day of November, 1994.  


                               BROWNING-FERRIS INDUSTRIES, INC.
                               ("Registrant")


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



                                 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints WILLIAM D. RUCKELSHAUS, JEFFREY E. CURTISS, and RUFUS
WALLINGFORD, and each of them, acting without the others, 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.  

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.  



                                    /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. Roberts, Jr.       

                               Joseph L. Roberts, Jr., Director

                                 /s/ Marc J. Shapiro              

                               Marc J. Shapiro, Director

                                /s/ Robert M. Teeter              

                               Robert M. Teeter, Director

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

                                  /s/ Louis A. Waters             

                               Louis A. Waters, Director

                                  /s/ Peter S. Willmott           

                               Peter S. Willmott, Director

Date: November 23, 1994



The Plan.

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan 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 the 23rd day of November, 1994.  

                               BFI EMPLOYEE STOCK OWNERSHIP
                               AND SAVINGS PLAN
                               (The "Plan")


                                   /s/ Gerald K. Burger           
    
                               Gerald K. Burger*


                                   /S/ Jeffrey E. Curtiss         
    
                               Jeffrey E. Crutiss*
                               

                                   /s/ Henry L. Hirvela           
    
                               Henry L. Hirvela*


                                   /s/ J. Gregory Muldoon         
    
                               J. Gregory Muldoon*


                                   /s/ Susan J. Piller            
    
                               Susan J. Piller*


                                   /s/ Bruce E. Ranck             
    
                               Bruce E. Ranck* 


                               *The Members of the Benefits
                                Administration Committee
[{"type": "S-8", "sequence": "1", "description": "ACTUAL S-8 DOCUMENT", "secsgml_size_bytes": 24784}]
{"company-data": {"conformed-name": "BROWNING FERRIS INDUSTRIES INC", "cik": "0000014827", "assigned-sic": "4953", "irs-number": "741673682", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56583", "film-number": "94561709"}, "business-address": {"street1": "757 N ELDRIDGE", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "7138708100"}}
As filed with the Securities and
            Exchange Commission on November 23, 1994

                                  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
                      Houston, Texas  77079
      (Address of principal executive offices and zip code)

          BFI EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
                    (Full title of the plan)

         Gerald K. Burger, Vice President and Secretary
                Browning-Ferris Industries, Inc.
                         757 N. Eldridge
                      Houston, Texas  77079
             (Name and address of agent for service)

                         (713) 870-8100
  (Telephone number, including area code, of agent for service)

                          CALCULATION OF REGISTRATION FEE

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

Common Stock,  2,000,000 (4)  $26.13      $52,260,000 $18,021
$.16-2/3                                             
par value(3)                                         

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the BFI Employee Stock Ownership and Savings
Plan (the "Plan").

(2)  Estimated, solely for the purpose of calculating the registration fee,
in accordance with Rules 457(c) and (h) under the Securities Act of 1933, on
the basis of the average of the high and low sales prices reported by
the New York Stock Exchange-Composite Tape for November 22, 1994.

(3)  Includes the preferred stock purchase rights associated with the Common
Stock.

(4)  Pursuant to Rule 416(a), this Registration Statement also covers such
indeterminable number of additional shares as may become issuable to prevent
dilution resulting from stock splits, stock dividends or similar transactions
pursuant to the terms of the Plan. 

                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents which have been filed with the Securities and Exchange
Commission (the "Commission") (File No. 1-6805) are incorporated herein by
reference and made a part hereof:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993.

     (2)  The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1993.

     (3)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1993, March 31, 1993 and June 30, 1993.

     (4)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-3, filed with the Commission on
January 12, 1994 (Registration No. 33-58790).

All reports and other documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.  Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

Item 4.   Description of Securities.

Not applicable

Item 5.   Interests of Named Experts and Counsel.

Not applicable.

Item 6.   Indemnification of Directors and Officers.  

Section 145 of the General Corporation Law of the State of Delaware empowers
the Registrant to, and the By-laws of the Registrant 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 other than an action, suit or proceeding by or in
the right of the Registrant, by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant, or is or was serving
at the request of the Registrant 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
Registrant, 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 Registrant, 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 Registrant, 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 Registrant'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 Registrant and persons serving at the
request of the Registrant in such capacities for other business organizations
against certain losses, costs, liabilities and expenses incurred by reason of
their positions with the Registrant or such other business organizations.  

The Registrant'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 Registrant's
stockholders adopted a resolution authorizing the Registrant to enter into an
Indemnity Agreement with each of the Registrant's directors and with certain
officers of the Registrant designated by the Board of Directors or its
Executive Committee.  The Indemnity Agreement requires that the Registrant
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 Registrant'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 Registrant.

Pursuant to a number of agreements by which the Registrant acquired ownership
of businesses, the former owners of those businesses individually agreed to
indemnify each officer of the Registrant, each person who may be liable as a
director of the Registrant or as a person who controls or shall have controlled
the Registrant 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 Registrant 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 7.   Exemption From Registration Claimed.

Not Applicable.

Item 8.  Exhibits.  

The following exhibits are filed with or incorporated by reference into this
Registration Statement:

Number                  Description
                        
 4.1                    Registrant's Restated Certificate ofIncorporation,
                        dated October 7, 1991.  Exhibit 3(a) of the
                        Registrant's Annual Report on Form 10-K for the year
                        ended September 30, 1993, File No. 1-6805, is hereby
                        incorporated by reference.

 4.2                    Registrant's By-laws, as amended throughMarch 3, 1993.
                        Exhibit 3(b) of the Registrant's Annual Report on Form
                        10-K for the year ended September 30, 1993, File No.
                        1-6805, is hereby incorporated by reference.  

 4.3                    Rights Agreement, dated June 1, 1988, between the
                        Registrant and Texas Commerce Bank National
                        Association.  Exhibit 3.3 of Registrant's Annual Report
                        on Form 10-K for the year ended September 30, 1988,
                        File No. 1-6805, is hereby incorporated by reference.

 4.4                    First Amendment, dated March 1, 1989, to Rights
                        Agreement dated June 1, 1988, between the Registrant
                        and Texas Commerce Bank National Association.  Exhibit
                        10.1 to the Registrant's Quarterly Report on Form 10-Q
                        for the quarter ended June 30, 1989, File No. 1-6805,
                        is hereby incorporated by reference.

  4.5                   Second Amendment, dated as of March 7, 1990, to Rights
                        Agreement, dated June 1, 1988, between the Registrant
                        and First Chicago Trust Company of New York as
                        successor Rights Agent.  Exhibit 4.1 to the
                        Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended March 31, 1990, File No. 1- 6805, is
                        hereby incorporated by reference.

 4.6                    BFI Employee Stock Ownership and Savings Plan, as
                        amended through December 1, 1986.  Exhibit 10.10 of
                        Registrant's Annual Report on Form 10-K for the year
                        ended September 30, 1986, File No. 1-6805, is hereby
                        incorporated by reference. 

 4.7                    Fifth Amendment dated June 8, 1988 to the BFI Employee
                        Stock Ownership and Savings Plan.  Exhibit 10.16 of
                        Registrant's Annual Report on Form 10-K for the year
                        ended September 30, 1988, File No. 1-6805, is hereby
                        incorporated by reference. 

 4.8                    Sixth Amendment dated December 23, 1988 to the BFI
                        Employee Stock Ownership and Savings Plan.  Exhibit
                        10.4 of Registrant's Quarterly Report on Form 10-Q for
                        the quarter ended December 31, 1988, File No. 1-6805,
                        is hereby incorporated by reference.

 4.9                    Seventh, Eighth and Ninth Amendments, dated as of May
                        31, 1989, June 7, 1989 and October 31, 1991,
                        respectively, to the BFI Employee Stock Ownership and
                        Savings Plan.  Exhibit 10.20 of Registrant's Annual
                        Report on Form 10-K for the year ended September 30,
                        1991, File No. 1-6805, is hereby incorporated by
                        reference.

  4.10                  Tenth Amendment dated September 7, 1993, to the BFI
                        Employee Stock Ownership and Savings Plan, Exhibit
                        10.22 of Registrant's Annual Report on Form 10-K for
                        the year ended September 30, 1993, File No. 1-6805, is
                        hereby incorporated by reference.

 *4.11                  BFI Employee Stock Ownership and Savings Plan Trust
                        Agreement dated as of April 12, 1993.  

 *4.12                  First Amendment, dated June 1, 1994, to the BFI
                        Employee Stock Ownership and Savings Plan Trust
                        Agreement.  

*5.1                    Opinion of as to legality of the securities being
                        registered.

 5.2                    The Registrant hereby undertakes to submit or has
                        submitted the Plan and any amendment thereto to the
                        Internal Revenue Service ("IRS") in a timely manner
                        and has made or will make all changes required by the
                        IRS in order to qualify the Plan.

*23.1                   Consents of Arthur Andersen LLP.

*23.2                   Consent of Counsel (included in the opinion filed as
                        Exhibit 5.1 hereof).

 *24                    Powers of Attorney. (Included in signature page).

______________________
*Filed with this Registration Statement.

Item 9.  Undertakings.  

(a)  The undersigned registrant hereby undertakes:  

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

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

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

          (iii)     To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement. 

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8 and
          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 Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

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

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

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

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

                                    SIGNATURES

The Registrant.

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 the 23rd
day of November, 1994.  

                               BROWNING-FERRIS INDUSTRIES, INC.
                               ("Registrant")

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

                                 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints WILLIAM D. RUCKELSHAUS, JEFFREY E. CURTISS, and RUFUS
WALLINGFORD, and each of them, acting without the others, 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.  

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.  

                                    /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. Roberts, Jr.       

                               Joseph L. Roberts, Jr., Director

                                 /s/ Marc J. Shapiro              

                               Marc J. Shapiro, Director

                                /s/ Robert M. Teeter              

                               Robert M. Teeter, Director

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

                                  /s/ Louis A. Waters             

                               Louis A. Waters, Director

                                  /s/ Peter S. Willmott           

                               Peter S. Willmott, Director

Date: November 23, 1994

The Plan.

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan 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 the 23rd day of November, 1994.  

                               BFI EMPLOYEE STOCK OWNERSHIP
                               AND SAVINGS PLAN
                               (The "Plan")

                                   /s/ Gerald K. Burger           
    
                               Gerald K. Burger*

                                   /S/ Jeffrey E. Curtiss         
    
                               Jeffrey E. Crutiss*
                               

                                   /s/ Henry L. Hirvela           
    
                               Henry L. Hirvela*

                                   /s/ J. Gregory Muldoon         
    
                               J. Gregory Muldoon*

                                   /s/ Susan J. Piller            
    
                               Susan J. Piller*

                                   /s/ Bruce E. Ranck             
    
                               Bruce E. Ranck* 

                               *The Members of the Benefits
                                Administration Committee