<PAGE>
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1998

                                          REGISTRATION NO. 333 - _______________
--------------------------------------------------------------------------------

                                 UNITED STATES
                      SECURITIES AND EXCcHANGE COMMISSION
                            Washington, D.C. 20549

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

                           USA WASTE SERVICES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        Delaware                                       73-1309529
(STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

1001 Fannin Street, Suite 4000                            77002
Houston, Texas                                          (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


TransAmerican Waste Industries, Inc. Amended and Restated 1990 Stock Incentive
                                     Plan
 TransAmerican Waste Industries, Inc. 1997 Non-Employee Director Stock Option
                                     Plan

                           (FULL TITLE OF THE PLAN)

                              Gregory T. Sangalis
                 Vice President, General Counsel and Secretary
                           USA Waste Services, Inc.
                        1001 Fannin Street, Suite 4000
                             Houston, Texas 77002
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (713) 517-6200
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================= 
                                         PROPOSED
                           AMOUNT         MAXIMUM        PROPOSED MAXIMUM
TITLE OF SECURITIES        TO BE      OFFERING PRICE        AGGREGATE           AMOUNT OF
TO BE REGISTERED         REGISTERED    PER SHARE(1)      OFFERING PRICE      REGISTRATION FEE
--------------------------------------------------------------------------------------------- 
<S>                      <C>         <C>                <C>                  <C>
COMMON STOCK,  PAR
VALUE $.01 PER SHARE
("COMMON STOCK")           159,250        $48.8125        $7,773,390.60            $2,293.15
=============================================================================================== 
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) and (h), based on the average of the high and low sales price
    of a share of the Company's Common Stock on the New York Stock Exchange on
    May 4, 1998.

--------------------------------------------------------------------------------
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by USA Waste Services, Inc. (the "Company")
with the Securities and Exchange Commission under the Securities Exchange Act of
1934 (File No. 001-12154) are hereby incorporated by reference in this
Registration Statement:

     (i)   the Company's Annual Report on Form 10-K for the year ended 
December 31, 1997;

     (ii)  the Company's Current Report on Form 8-K dated March 12, 1998; and

     (iii) the description of the Common Stock contained in the Registration
Statement on Form 8-A dated July 1, 1993, as amended by Form 8-B dated 
July 13, 1995.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the directors' duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Company's Restated Certificate of Incorporation provides that the Company's
directors are not liable to the Company or its stockholders for monetary damages
for breach of their fiduciary duty, subject to the described exceptions
specified by Delaware law.

     Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify each officer and director of the Company against
liabilities and expenses incurred by reason of the fact that he is or was an
officer or director of the Company 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. The Bylaws of the Company 


                                     II-1
<PAGE>
 
provide for indemnification of each officer and director of the Company to the
fullest extent permitted by Delaware law.

     Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or was
an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company has purchased and maintains a directors'
and officers' liability policy for such purpose.

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


                                     II-2
<PAGE>
 
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

    Exhibit No.                        Exhibit
    -----------                        ------- 

       4.1         Restated Certificate of Incorporation of the Company
                   (incorporated by reference to Exhibit 3(b) of the Company's
                   Quarterly Report, as amended, on Form 10-Q for the period 
                   ended September 30, 1997).
       4.2         Bylaws of the Company (incorporated by reference to Exhibit
                   3.2 to Post-Effective Amendment No. 1 to the Company's
                   Registration Statement on Form S-4 (File No. 33-60103)).
      *5.1         Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
      23.1         Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                   [Contained in Exhibit 5.1].
     *23.2         Consent of Coopers & Lybrand L.L.P.
      24.1         Power of Attorney [Included on Page II-5].
     *99.1         TransAmerican Waste Industries, Inc. Amended and Restated
                   1990 Stock Incentive Plan
     *99.2         TransAmerican Waste Industries, Inc. 1997 Non-Employee
                   Director Stock Option Plan
 
-----------------------------------
* Filed herewith

                                     II-3
<PAGE>
 
ITEM 9.   UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

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

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 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.

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


                                     II-4
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 6th day of May,
1998.

                                      USA WASTE SERVICES, INC.


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


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John E. Drury, Earl E. DeFrates and Gregory T.
Sangalis and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act and any and all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments or additional registration statements filed pursuant to Rule 462
under the Securities Act increasing the amount of securities for which
registration is being sought) to this Registration Statement, and to file the
same, with all exhibits thereto, and all other documents in statements, notices
or other documents necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with other documents in
connection therewith, with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 6, 1998.


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

/S/ JOHN E. DRURY             Chairman of the Board and Chief Executive
----------------------------  Officer (Principal executive officer)
John E. Drury

/S/ RODNEY R. PROTO           President, Chief Operating Officer and Director
----------------------------
Rodney R. Proto

/S/ EARL E. DeFRATES          Executive Vice President and Chief Financial
----------------------------  Officer (Principal financial officer)
Earl E. DeFrates

/S/ BRUCE E. SNYDER           Vice President and Chief Accounting Officer
----------------------------  (Principal accounting officer)
Bruce E. Snyder


                                     II-5
<PAGE>
 
/S/ RALPH F. COX              Director
----------------------------
Ralph F. Cox

/S/ RICHARD J. HECKMANN       Director
----------------------------
Richard J. Heckmann

/S/ RICHARD D. KINDER         Director
----------------------------
Richard D. Kinder

/S/ LARRY J. MARTIN           Director
----------------------------
Larry J. Martin

/S/ WILLIAM E. MOFFETT        Director
----------------------------
William E. Moffett

/S/ ALEXANDER W. RANGOS       Director
----------------------------
Alexander W. Rangos

/S/ JOHN G. RANGOS, SR.       Director
----------------------------
John G. Rangos, Sr.

/S/ KOSTI SHIRVANIAN          Director
----------------------------
Kosti Shirvanian

/S/ DAVID SUTHERLAND-YOEST    Director
----------------------------
David Sutherland-Yoest

/S/ JEROME B. YORK            Director
----------------------------
Jerome B. York


                                     II-6
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit No.                       Exhibit
-----------                       ------- 

    4.1            Restated Certificate of Incorporation of the Company
                   (incorporated by reference to Exhibit 3(b) of the Company's
                   Quarterly Report on Form 10-Q for the period ended September
                   30, 1997).
    4.2            Bylaws of the Company (incorporated by reference to Exhibit
                   3.2 to Post-Effective Amendment No. 1 to the Company's
                   Registration Statement on Form S-4 (File No. 33-60103)).
   *5.1            Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
   23.1            Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                   [Contained in Exhibit 5.1].
  *23.2            Consent of Coopers & Lybrand L.L.P.
   24.1            Power of Attorney [Included on Page II- 5].
  *99.1            TransAmerican Waste Industries, Inc. Amended and Restated
                   1990 Stock Incentive Plan
  *99.2            TransAmerican TransAmerican Waste Industries, Inc. Amended
                   and Restated 1990 Stock Incentive Plan 1997 Non-Employee
                   Director Stock Option Plan
 
-----------------------------------
* Filed herewith

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17805}]
{"company-data": {"conformed-name": "USA WASTE SERVICES INC", "cik": "0000823768", "assigned-sic": "4953", "irs-number": "731309529", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51975", "film-number": "98611869"}, "business-address": {"street1": "1001 FANNIN ST", "street2": "STE 4000", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7135126200"}, "mail-address": {"street1": "1001 FANNIN STREET", "street2": "SUITE 4000", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1998

                                          REGISTRATION NO. 333 - _______________
--------------------------------------------------------------------------------

                                 UNITED STATES
                      SECURITIES AND EXCcHANGE COMMISSION
                            Washington, D.C. 20549

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

                           USA WASTE SERVICES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        Delaware                                       73-1309529
(STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

1001 Fannin Street, Suite 4000                            77002
Houston, Texas                                          (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

TransAmerican Waste Industries, Inc. Amended and Restated 1990 Stock Incentive
                                     Plan
 TransAmerican Waste Industries, Inc. 1997 Non-Employee Director Stock Option
                                     Plan

                           (FULL TITLE OF THE PLAN)

                              Gregory T. Sangalis
                 Vice President, General Counsel and Secretary
                           USA Waste Services, Inc.
                        1001 Fannin Street, Suite 4000
                             Houston, Texas 77002
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (713) 517-6200
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE
============================================================================================= 
                                         PROPOSED
                           AMOUNT         MAXIMUM        PROPOSED MAXIMUM
TITLE OF SECURITIES        TO BE      OFFERING PRICE        AGGREGATE           AMOUNT OF
TO BE REGISTERED         REGISTERED    PER SHARE(1)      OFFERING PRICE      REGISTRATION FEE
---------------------------------------------------------------------------------------------
COMMON STOCK,  PAR
VALUE $.01 PER SHARE
("COMMON STOCK")           159,250        $48.8125        $7,773,390.60            $2,293.15
===============================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) and (h), based on the average of the high and low sales price
    of a share of the Company's Common Stock on the New York Stock Exchange on
    May 4, 1998.

--------------------------------------------------------------------------------
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by USA Waste Services, Inc. (the "Company")
with the Securities and Exchange Commission under the Securities Exchange Act of
1934 (File No. 001-12154) are hereby incorporated by reference in this
Registration Statement:

     (i)   the Company's Annual Report on Form 10-K for the year ended 
December 31, 1997;

     (ii)  the Company's Current Report on Form 8-K dated March 12, 1998; and

     (iii) the description of the Common Stock contained in the Registration
Statement on Form 8-A dated July 1, 1993, as amended by Form 8-B dated 
July 13, 1995.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the directors' duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Company's Restated Certificate of Incorporation provides that the Company's
directors are not liable to the Company or its stockholders for monetary damages
for breach of their fiduciary duty, subject to the described exceptions
specified by Delaware law.

     Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify each officer and director of the Company against
liabilities and expenses incurred by reason of the fact that he is or was an
officer or director of the Company 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. The Bylaws of the Company 

                                     II-1
provide for indemnification of each officer and director of the Company to the
fullest extent permitted by Delaware law.

     Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or was
an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company has purchased and maintains a directors'
and officers' liability policy for such purpose.

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

                                     II-2
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

    Exhibit No.                        Exhibit
    -----------                        ------- 

       4.1         Restated Certificate of Incorporation of the Company
                   (incorporated by reference to Exhibit 3(b) of the Company's
                   Quarterly Report, as amended, on Form 10-Q for the period 
                   ended September 30, 1997).
       4.2         Bylaws of the Company (incorporated by reference to Exhibit
                   3.2 to Post-Effective Amendment No. 1 to the Company's
                   Registration Statement on Form S-4 (File No. 33-60103)).
      *5.1         Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
      23.1         Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                   [Contained in Exhibit 5.1].
     *23.2         Consent of Coopers & Lybrand L.L.P.
      24.1         Power of Attorney [Included on Page II-5].
     *99.1         TransAmerican Waste Industries, Inc. Amended and Restated
                   1990 Stock Incentive Plan
     *99.2         TransAmerican Waste Industries, Inc. 1997 Non-Employee
                   Director Stock Option Plan
 
-----------------------------------
* Filed herewith

                                     II-3
ITEM 9.   UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

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

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 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.

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

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 6th day of May,
1998.

                                      USA WASTE SERVICES, INC.

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

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John E. Drury, Earl E. DeFrates and Gregory T.
Sangalis and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act and any and all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments or additional registration statements filed pursuant to Rule 462
under the Securities Act increasing the amount of securities for which
registration is being sought) to this Registration Statement, and to file the
same, with all exhibits thereto, and all other documents in statements, notices
or other documents necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with other documents in
connection therewith, with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 6, 1998.

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

/S/ JOHN E. DRURY             Chairman of the Board and Chief Executive
----------------------------  Officer (Principal executive officer)
John E. Drury

/S/ RODNEY R. PROTO           President, Chief Operating Officer and Director
----------------------------
Rodney R. Proto

/S/ EARL E. DeFRATES          Executive Vice President and Chief Financial
----------------------------  Officer (Principal financial officer)
Earl E. DeFrates

/S/ BRUCE E. SNYDER           Vice President and Chief Accounting Officer
----------------------------  (Principal accounting officer)
Bruce E. Snyder

                                     II-5
/S/ RALPH F. COX              Director
----------------------------
Ralph F. Cox

/S/ RICHARD J. HECKMANN       Director
----------------------------
Richard J. Heckmann

/S/ RICHARD D. KINDER         Director
----------------------------
Richard D. Kinder

/S/ LARRY J. MARTIN           Director
----------------------------
Larry J. Martin

/S/ WILLIAM E. MOFFETT        Director
----------------------------
William E. Moffett

/S/ ALEXANDER W. RANGOS       Director
----------------------------
Alexander W. Rangos

/S/ JOHN G. RANGOS, SR.       Director
----------------------------
John G. Rangos, Sr.

/S/ KOSTI SHIRVANIAN          Director
----------------------------
Kosti Shirvanian

/S/ DAVID SUTHERLAND-YOEST    Director
----------------------------
David Sutherland-Yoest

/S/ JEROME B. YORK            Director
----------------------------
Jerome B. York

                                     II-6
EXHIBIT INDEX

Exhibit No.                       Exhibit
-----------                       ------- 

    4.1            Restated Certificate of Incorporation of the Company
                   (incorporated by reference to Exhibit 3(b) of the Company's
                   Quarterly Report on Form 10-Q for the period ended September
                   30, 1997).
    4.2            Bylaws of the Company (incorporated by reference to Exhibit
                   3.2 to Post-Effective Amendment No. 1 to the Company's
                   Registration Statement on Form S-4 (File No. 33-60103)).
   *5.1            Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
   23.1            Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                   [Contained in Exhibit 5.1].
  *23.2            Consent of Coopers & Lybrand L.L.P.
   24.1            Power of Attorney [Included on Page II- 5].
  *99.1            TransAmerican Waste Industries, Inc. Amended and Restated
                   1990 Stock Incentive Plan
  *99.2            TransAmerican TransAmerican Waste Industries, Inc. Amended
                   and Restated 1990 Stock Incentive Plan 1997 Non-Employee
                   Director Stock Option Plan
 
-----------------------------------
* Filed herewith

                                     II-7