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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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USA WASTE SERVICES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 4953 73-1309529
(State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of incorporation or organization) Classification Number) Identification Number)

GREGORY T. SANGALIS
USA WASTE SERVICES, INC. USA WASTE SERVICES, INC.
5400 LBJ FREEWAY 5400 LBJ FREEWAY
SUITE 300-TOWER ONE SUITE 300-TOWER ONE
DALLAS, TEXAS 75240 DALLAS, TEXAS 75240
(214) 383-7900 (214) 383-7900
(Name, address, including zip code, and telephone number, (Name, address, including zip code, and telephone number,
including area code, of registrant) including area code, of agent for service)
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Copies to:
STEPHEN A. MASSAD WILLIAM N. FINNEGAN, IV
BAKER & BOTTS, L.L.P. ANDREWS & KURTH L.L.P.
910 LOUISIANA STREET, 31ST FLOOR 4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 229-1234 (713) 220-4200

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement and
the satisfaction or waiver of all other conditions to the merger (the "Merger")
of Quatro Acquisition Corp. ("Acquisition") with and into Sanifill, Inc.
("Sanifill") pursuant to the Agreement and Plan of Merger dated as of June 22,
1996, among USA Waste Services, Inc., Acquisition and Sanifill, described in
the enclosed Joint Proxy Statement/Prospectus.

If the securities being registered on the Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [ ]

CALCULATION OF REGISTRATION FEE

===============================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value . . . . . . . . 54,656,422(1) $27.28(2) $1,490,995,020(2) $ 514,137(2)(3)
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(1) Based upon the maximum number of shares of USA Waste Common Stock
expected to be issued in connection with the Merger.

(2) Calculated pursuant to Rule 457(f) based upon the value, as of July 11,
1996, of the shares of Sanifill Common Stock to be canceled in the
Merger and the maximum number of shares of USA Waste Common Stock
expected to be issued in connection with the Merger.

(3) Of this amount, a fee of $509,018 was previously paid in connection with
the filing of preliminary confidential proxy materials by USA Waste and
Sanifill on June 28, 1996.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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CROSS-REFERENCE SHEET

ITEM NUMBER IN FORM S-4 LOCATION IN JOINT PROXY STATEMENT AND PROSPECTUS

A. Information About the Transaction

1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus Facing Page

2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . Cover Page; Available Information; Table of Contents

3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information . . . . Summary; The Merger and Related Transactions

4. Terms of the Transaction . . . . . . . The Meetings; The Merger and Related Transactions; The
Plan of Merger and Terms of the Merger; Description of
USA Waste Capital Stock; Comparison of Rights of
Stockholders of USA Waste and Sanifill

5. Pro forma Financial Information . . . Summary; USA Waste and Sanifill Combined Unaudited Pro
Forma Condensed Financial Statements

6. Material Contacts with the Company Being
Acquired . . . . . . . . . . . . . . . The Merger and Related Transactions

7. Additional Information Required for
Reoffering by Persons and Parties Deemed
to be Underwriters . . . . . . . . . . *

8. Interests of Named Experts and Counsel *

9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . *

B. Information About the Registrant

10. Information with Respect to S-3
Registrants . . . . . . . . . . . . . Incorporation of Certain Information by Reference;
Summary; Risk Factors; The Merger and Related
Transactions; Description of USA Waste Capital Stock;
The Plan of Merger and Terms of the Merger
11. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . Incorporation of Certain Information by Reference

12. Information with Respect to S-2 or S-3
Registrants . . . . . . . . . . . . . *

13. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . *

14. Information with Respect to Registrants
Other Than S-2 or S-3 Registrants . . *

C. Information About the Company Being Acquired

15. Information with Respect to S-3
Companies . . . . . . . . . . . . . . Incorporation of Certain Information by Reference;
Summary; The Merger and Related Transactions;
Comparison of Rights of Stockholders of USA Waste and
Sanifill
16. Information with Respect to S-2 or S-3
Companies . . . . . . . . . . . . . . *

17. Information with Respect to Companies
Other than S-2 or S-3 Companies . . . *

D. Voting and Management Information

18. Information if Proxies, Consents or
Authorizations are to be Solicited . . Summary; The Merger and Related Transactions; The Meetings

19. Information if Proxies, Consents or
Authorizations are not to be Solicited
or in an Exchange Offer . . . . . . . *

________________________________
* Omitted because the item is inapplicable or the answer thereto is
negative.

3
USA WASTE SERVICES, INC.
5400 LBJ FREEWAY
SUITE 300 - TOWER ONE
DALLAS, TEXAS 75240

, 1996

Dear Stockholder of USA Waste Services, Inc.:

You are invited to attend a Special Meeting of Stockholders (the
"Special Meeting") of USA Waste Services, Inc. ("USA Waste") to be held on
August 27, 1996 at 2:00 p.m., Central time. The Special Meeting will be held
at

At the Special Meeting, you will be asked to consider and vote upon a
proposal to approve and adopt the Agreement and Plan of Merger dated as of June
22, 1996 (the "Merger Agreement"), by and among USA Waste, Quatro Acquisition
Corp., a wholly owned subsidiary of USA Waste ("Acquisition"), and Sanifill,
Inc. ("Sanifill") and a proposal to approve an amendment to USA Waste's
Restated Certificate of Incorporation to increase the number of authorized
shares of USA Waste common stock, par value $.01 per share ("USA Waste Common
Stock"), to 300,000,000 shares.

The Merger Agreement provides, among other things, for the merger of
Acquisition with and into Sanifill (the "Merger"), pursuant to which Sanifill
would become a wholly owned subsidiary of USA Waste. Each outstanding share of
common stock of Sanifill would be converted into 1.70 shares of USA Waste
Common Stock (the "Exchange Ratio"). Upon consummation of the Merger, USA
Waste would issue approximately million shares of USA Waste Common
Stock to the stockholders of Sanifill. These shares would represent
approximately % of the total shares of USA Waste Common Stock outstanding
immediately after the Merger. The Merger is subject to a number of conditions,
including obtaining the approval of the stockholders of USA Waste and Sanifill
and obtaining any necessary regulatory waivers or approvals. The Merger is
also conditioned on the approval of the proposal to increase the number of
authorized shares of USA Waste Common Stock. A summary of the basic terms and
conditions of the Merger, certain financial and other information relating to
USA Waste and Sanifill and a copy of the Merger Agreement are set forth in the
accompanying Joint Proxy Statement and Prospectus. Please review and consider
the enclosed materials carefully.

Your Board of Directors has approved the Merger Agreement. In
addition, the Board of Directors of USA Waste has received an opinion dated
June 21, 1996 from Donaldson, Lufkin & Jenrette Securities Corporation (a copy
of which is included in the accompanying Joint Proxy Statement and Prospectus)
that the Exchange Ratio is fair to USA Waste from a financial point of view.
THE BOARD OF DIRECTORS OF USA WASTE BELIEVES THAT THE PROPOSED MERGER AND THE
OTHER PROPOSAL DESCRIBED ABOVE ARE IN THE BEST INTERESTS OF USA WASTE AND ITS
STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE FOR APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT AND THE OTHER PROPOSAL SET FORTH IN THE JOINT PROXY STATEMENT
AND PROSPECTUS.

Regardless of the number of shares you hold or whether you plan to
attend the Special Meeting, we urge you to complete, sign, date and return the
enclosed proxy card immediately. If you attend the Special Meeting, you may
vote in person if you wish, even if you have previously returned your proxy
card.

Sincerely,

John E. Drury
Chairman of the Board
4
USA WASTE SERVICES, INC.
5400 LBJ FREEWAY
SUITE 300 - TOWER ONE
DALLAS, TEXAS 75240

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 27, 1996

To the Stockholders of USA Waste Services, Inc.:

Notice is hereby given that a Special Meeting of Stockholders (the
"Special Meeting") of USA Waste Services, Inc. ("USA Waste") will be held at

, on August 27, 1996, at 2:00 p.m., Central time, to
consider and act upon the following proposals:

1. To approve and adopt the Agreement and Plan of Merger dated as of
June 22, 1996, by and among USA Waste, Quatro Acquisition Corp., a wholly owned
subsidiary of USA Waste ("Acquisition"), and Sanifill, Inc. ("Sanifill")
providing for, among other things, the merger of Acquisition with and into
Sanifill and the conversion of each outstanding share of Sanifill common stock,
par value $.01 per share, into 1.70 shares of USA Waste common stock, par value
$.01 per share ("USA Waste Common Stock").

2. To approve an amendment to the Restated Certificate of
Incorporation of USA Waste to increase the authorized shares of USA Waste
Common Stock from 150,000,000 shares to 300,000,000 shares.

The implementation of Proposal No. 1 is conditioned on the approval of
Proposal No. 2.

The meeting may be recessed from time to time, and actions with
respect to the matters specified in this notice may be taken at any reconvened
meeting without further notice to stockholders unless required by the Bylaws of
USA Waste.

Only stockholders of record at the close of business on July 18, 1996,
are entitled to notice of and to vote on all matters at the Special Meeting and
any adjournments thereof. A list of all stockholders will be available at the
Special Meeting and, during the 10-day period immediately prior to the Special
Meeting, at the offices of USA Waste, located at 5400 LBJ Freeway, Suite 300 -
Tower One, Dallas, Texas 75240, during ordinary business hours.

By Order of the Board of Directors,

Gregory T. Sangalis
Corporate Secretary
Dallas, Texas
, 1996

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, PLEASE SIGN
AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED PREPAID
ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY
VOTE EITHER IN PERSON OR BY YOUR PROXY.
5
SANIFILL, INC.
2777 ALLEN PARKWAY
SUITE 700
HOUSTON, TEXAS 77019

, 1996

Dear Stockholder of Sanifill, Inc.:

You are invited to attend a Special Meeting of Stockholders (the
"Special Meeting") of Sanifill, Inc. ("Sanifill") to be held August 27, 1996
at 11:00 a.m., Central time. The Special Meeting will be held at
.

The Merger Agreement provides, among other things, for the merger of
Acquisition with and into Sanifill (the "Merger"), pursuant to which Sanifill
would become a wholly owned subsidiary of USA Waste. Each outstanding share of
common stock of Sanifill would be converted into 1.70 shares (the "Exchange
Ratio") of USA Waste common stock, par value $.01 per share ("USA Waste Common
Stock"). Upon consummation of the Merger, USA Waste would issue approximately
million shares of USA Waste Common Stock to the stockholders of Sanifill.
These shares would represent approximately % of the total shares of USA Waste
Common Stock outstanding immediately after the Merger. The Merger is subject
to a number of conditions, including obtaining the approval of the stockholders
of USA Waste and Sanifill and obtaining any necessary regulatory waivers or
approvals. A summary of the basic terms and conditions of the Merger, certain
financial and other information relating to USA Waste and Sanifill and a copy
of the Merger Agreement are set forth in the accompanying Joint Proxy Statement
and Prospectus. Please review and consider the enclosed materials carefully.

Your Board of Directors has approved the Merger Agreement. In
addition, the Board of Directors of Sanifill has received an opinion dated June
21, 1996 from Merrill Lynch, Pierce, Fenner & Smith Incorporated (a copy of
which is included in the accompanying Joint Proxy Statement and Prospectus)
that, as of such date, the Exchange Ratio is fair to the stockholders of
Sanifill from a financial point of view. THE BOARD OF DIRECTORS OF SANIFILL
BELIEVES THAT THE PROPOSED MERGER IS IN THE BEST INTERESTS OF SANIFILL AND ITS
STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE FOR APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT.

Sincerely,

Lorne D. Bain
Chairman of the Board
6
SANIFILL, INC.
2777 ALLEN PARKWAY
SUITE 700
HOUSTON, TEXAS 77019

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 27, 1996

To the Stockholders of Sanifill, Inc.:

Notice is hereby given that a Special Meeting of Stockholders (the
"Special Meeting") of Sanifill, Inc. ("Sanifill") will be held at ,
on August 27, 1996, at 11:00 a.m., Central time, to consider and act upon the
following proposal:

To approve and adopt the Agreement and Plan of Merger dated as of
June 22, 1996, by and among Sanifill, USA Waste Services, Inc. ("USA Waste")
and Quatro Acquisition Corp., a wholly owned subsidiary of USA Waste
("Acquisition"), providing, among other things, for the merger of Acquisition
with and into Sanifill and the conversion of each outstanding share of Sanifill
common stock, par value $.01 per share, into 1.70 shares of USA Waste common
stock, par value $.01 per share.

Only stockholders of record at the close of business on July 18, 1996,
are entitled to notice of and to vote on the Merger proposal at the Special
Meeting and any adjournments thereof. A list of all stockholders will be
available at the Special Meeting and, during the 10-day period prior to the
Special Meeting, at the offices of Sanifill, located at 2777 Allen Parkway,
Suite 700, Houston, Texas 77019, during ordinary business hours.

By Order of the Board of Directors,

H. Steven Walton
Secretary

Houston, Texas
, 1996

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* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. *
* A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY *
* NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************

SUBJECT TO COMPLETION, DATED JULY 15, 1996

USA WASTE SERVICES, INC. SANIFILL, INC.

JOINT PROXY STATEMENT AND PROSPECTUS

This Joint Proxy Statement and Prospectus is being furnished to the
stockholders of USA Waste Services, Inc., a Delaware corporation ("USA Waste"),
in connection with the solicitation of proxies by its Board of Directors to be
voted at the Special Meeting of Stockholders of USA Waste (the "USA Waste
Special Meeting") scheduled to be held on August 27, 1996, at 2:00 p.m.,
Central time, at , and at any adjournment or postponement thereof, and
to the stockholders of Sanifill, Inc., a Delaware corporation ("Sanifill"), in
connection with the solicitation of proxies by its Board of Directors to be
voted at the Special Meeting of Stockholders of Sanifill (the "Sanifill Special
Meeting") scheduled to be held on August 27, 1996, at 11:00 a.m., Central time,
at , and at any adjournment or postponement thereof.

At the USA Waste Special Meeting and the Sanifill Special Meeting, the
holders of USA Waste common stock, par value $.01 per share ("USA Waste Common
Stock"), and the holders of Sanifill common stock, par value $.01 per share
("Sanifill Common Stock"), will be asked to consider and vote upon a proposal
to approve and adopt the Agreement and Plan of Merger dated as of June 22, 1996
(the "Merger Agreement"), among USA Waste, Quatro Acquisition Corp., a wholly
owned subsidiary of USA Waste ("Acquisition"), and Sanifill providing, among
other things, for the merger of Acquisition with and into Sanifill (the
"Merger"). Such approvals are a condition to consummating the Merger. Upon
consummation of the Merger, Sanifill will become a wholly owned subsidiary of
USA Waste and the holders of the issued and outstanding shares of Sanifill
Common Stock will receive, at the effective time of the Merger, 1.70 shares of
USA Waste Common Stock for each share of Sanifill Common Stock held by them.
See "The Plan of Merger and Terms of the Merger." A copy of the Merger
Agreement is attached hereto as Annex A and incorporated herein by reference.

On , 1996, the closing sale price of USA Waste
Common Stock on the New York Stock Exchange was $ per share. Based
on such closing price, the consideration to be received by stockholders of
Sanifill pursuant to the Merger would be $ per share of Sanifill
Common Stock. Approximately million shares of USA Waste Common Stock will
be outstanding immediately after the Merger is consummated, of which
approximately % will be owned by former stockholders of Sanifill and
approximately % will be owned by current stockholders of USA Waste.

SEE "RISK FACTORS" BEGINNING ON PAGE 14 FOR CERTAIN CONSIDERATIONS
RELEVANT TO THE DECISION ON WHETHER TO VOTE FOR THE MERGER.

This Joint Proxy Statement and Prospectus also constitutes the
prospectus of USA Waste that is a part of the Registration Statement (as
hereinafter defined) of USA Waste filed with the Securities and Exchange
Commission with respect to the issuance and exchange of up to approximately
million shares of USA Waste Common Stock to be issued pursuant to the
Merger (which includes shares underlying options and warrants to purchase
Sanifill Common Stock currently held by Sanifill employees and shares issuable
upon the conversion of outstanding convertible debentures of Sanifill). This
Joint Proxy Statement and Prospectus is first being mailed to the stockholders
of USA Waste and the stockholders of Sanifill on or about ,
1996.

THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS JOINT PROXY STATE-
MENT AND PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Joint Proxy Statement and Prospectus is , 1996.
8
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS JOINT PROXY STATEMENT AND PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY USA WASTE OR SANIFILL. THIS JOINT PROXY STATEMENT
AND PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, USA WASTE COMMON STOCK, OR A SOLICITATION OF A PROXY, IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS JOINT PROXY STATEMENT AND
PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF USA WASTE OR SANIFILL SINCE THE DATE HEREOF OR THAT THE INFORMATION
IN THIS JOINT PROXY STATEMENT AND PROSPECTUS IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF. ALL INFORMATION HEREIN WITH RESPECT TO USA
WASTE AND ACQUISITION HAS BEEN FURNISHED BY USA WASTE, AND ALL INFORMATION
HEREIN WITH RESPECT TO SANIFILL HAS BEEN FURNISHED BY SANIFILL.

AVAILABLE INFORMATION

USA Waste and Sanifill are subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at the
offices of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Regional Offices of the Commission in Chicago,
Illinois at CitiCorp Center, 500 W. Madison, Suite 1400, Chicago, Illinois
60661-2511 and in New York, New York at 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such materials may be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains an
Internet web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission (http://www.sec.gov). Furthermore, USA Waste's and Sanifill's
securities are listed on the New York Stock Exchange (the "NYSE"), and the
reports, proxy statements and other information of USA Waste and Sanifill
described above may also be inspected at the NYSE at 20 Broad Street, New York,
New York 10005. Upon consummation of the Merger, listing of the Sanifill
Common Stock on the NYSE will be terminated.

USA Waste has filed with the Commission a registration statement (the
"Registration Statement") on Form S-4 under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered hereby.
This Joint Proxy Statement and Prospectus also constitutes the Prospectus of
USA Waste filed as part of the Registration Statement and does not contain all
of the information set forth in the Registration Statement and the exhibits
thereto, certain parts of which are omitted in accordance with the rules of the
Commission. Statements made in this Joint Proxy Statement and Prospectus as to
the contents of any contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made
to the exhibit for a more complete description of the matter involved, and each
such statement shall be qualified in its entirety by such reference. The
Registration Statement and any amendments thereto, including exhibits filed as
a part thereof, are available for inspection and copying at the Commission's
offices as described above. After the Merger, registration of the Sanifill
Common Stock under the Exchange Act will be terminated.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

USA Waste incorporates herein by reference the following documents
filed by it with the Commission (File No. 1-12154) pursuant to the Exchange
Act: (i) its Annual Report on Form 10-K for the year ended December 31, 1995,
(ii) its Quarterly Report on Form 10-Q for the quarter ended March 31, 1996,
(iii) its Current Report on Form 8-K dated January 9, 1996, its Current Report
on Form 8-K dated May 22, 1996, as amended by its Form 8-K/A (Amendment No. 1)
filed on May 29, 1996, its Form 8-K/A (Amendment No. 2) filed June 28, 1996 and
its Form 8-K/A (Amendment No. 3) filed July 1, 1996, and its Current Report on
Form 8-K dated June 22, 1996 and (iv) the description of USA Waste Common Stock
contained in its Registration Statement on Form 8-A dated July 1, 1993, as
amended by Form 8-B dated July 13, 1995.

i
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Sanifill incorporates herein by reference the following documents
filed by it with the Commission (File No. 1-10490) pursuant to the Exchange
Act: (i) its Annual Report on Form 10-K for the year ended December 31, 1995,
(ii) its Quarterly Report on Form 10-Q for the quarter ended March 31, 1996,
and (iii) its Current Reports on Form 8-K dated February 5, 1996, February 11,
1996, February 23, 1996, March 4, 1996, March 20, 1996, March 28, 1996, June 5,
1996 and June 22, 1996.

All documents filed by USA Waste and Sanifill pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Joint Proxy Statement and Prospectus and prior to the date of the USA Waste
Special Meeting and the Sanifill Special Meeting shall be deemed to be
incorporated by reference in this Joint Proxy Statement and Prospectus and to
be part hereof from the date of filing of such document. All information
appearing in this Joint Proxy Statement and Prospectus is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in the documents incorporated by reference herein. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be modified or superseded, for purposes of this Joint Proxy
Statement and Prospectus, to the extent that a statement contained herein or in
any subsequently filed document that is deemed to be incorporated herein
modifies or supersedes any such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Joint Proxy Statement and Prospectus.

THIS JOINT PROXY STATEMENT AND PROSPECTUS INCORPORATES DOCUMENTS BY
REFERENCE THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. USA WASTE AND
SANIFILL HEREBY UNDERTAKE TO PROVIDE, BY FIRST CLASS MAIL OR OTHER EQUALLY
PROMPT MEANS WITHIN ONE BUSINESS DAY OF RECEIPT OF A REQUEST, WITHOUT CHARGE TO
EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS JOINT PROXY
STATEMENT AND PROSPECTUS HAS BEEN DELIVERED, ON WRITTEN OR ORAL REQUEST OF ANY
SUCH PERSON, A COPY OF ANY AND ALL OF THE DOCUMENTS REFERRED TO ABOVE THAT HAVE
BEEN OR MAY BE INCORPORATED INTO THIS JOINT PROXY STATEMENT AND PROSPECTUS BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). DOCUMENTS
RELATING TO USA WASTE ARE AVAILABLE UPON REQUEST FROM USA WASTE SERVICES, INC.,
5400 LBJ FREEWAY, SUITE 300 - TOWER ONE, DALLAS, TEXAS 75240, ATTENTION:
CORPORATE SECRETARY, TELEPHONE NUMBER 214-383-7900. DOCUMENTS RELATING TO
SANIFILL ARE AVAILABLE UPON REQUEST FROM SANIFILL, INC., 2777 ALLEN PARKWAY,
SUITE 700, HOUSTON, TEXAS 77019, ATTENTION: CORPORATE SECRETARY, TELEPHONE
NUMBER 713-942-6200. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE BY AUGUST 20, 1996.

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TABLE OF CONTENTS

Page Page
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AVAILABLE INFORMATION . . . . . . . . . . . . i No Solicitation of Acquisition Transactions 49
Conduct of the Business of the Combined
INCORPORATION OF CERTAIN INFORMATION Companies Following the Merger . . . . . 50
BY REFERENCE . . . . . . . . . . . . . . . i Termination or Amendment . . . . . . . . . 50
Termination Fees . . . . . . . . . . . . . 51
SUMMARY . . . . . . . . . . . . . . . . . . . 1 Expenses . . . . . . . . . . . . . . . . . 51
The Companies . . . . . . . . . . . . . . 1 Office Relocation . . . . . . . . . . . . 51
The Meetings . . . . . . . . . . . . . . . 1 Indemnification and Insurance . . . . . . 51
The Merger . . . . . . . . . . . . . . . . 2 Other Agreements . . . . . . . . . . . . . 52
Stockholders' Comparative Rights . . . . . 7 Voting Agreements . . . . . . . . . . . . 53
Market Price Data . . . . . . . . . . . . 7
Summary Financial Information . . . . . . 9 COMPARISON OF RIGHTS OF STOCKHOLDERS
Additional Proposal to be Presented at the USA OF USA WASTE AND SANIFILL . . . . . . . . 54
Waste Special Meeting . . . . . . . . . 13 General . . . . . . . . . . . . . . . . . 54
Number of Directors; Removal of Directors;
Filling of Vacancies on the Board
RISK FACTORS . . . . . . . . . . . . . . . . 14 of Directors . . . . . . . . . . . . . . 54
Forward-Looking Statements May Not Prove Voting . . . . . . . . . . . . . . . . . . 54
Accurate . . . . . . . . . . . . . . . . 14 Stockholder Nominations and Proposals . . 54
Expected Benefits of Combined Business May Not Fair Price Provision . . . . . . . . . . . 55
be Achieved . . . . . . . . . . . . . . 14 Amendment of Certain Charter Provisions . 56
Stock Prices May Vary in Response to Changes Sanifill Rights Plan . . . . . . . . . . . 56
in Business and Economic Conditions . . 14
No Assurance of Successful Management and USA WASTE AND SANIFILL COMBINED
Maintenance of Growth . . . . . . . . . 14 UNAUDITED PRO FORMA CONDENSED
Need for Capital; Debt Financing . . . . . 15 FINANCIAL STATEMENTS . . . . . . . . . . . 57
Profitability May be Affected by Competition 15
Potential Adverse Effect of Government USA WASTE AND SANIFILL NOTES TO
Regulation . . . . . . . . . . . . . . . 15 COMBINED UNAUDITED PRO FORMA
Potential Environmental Liability . . . . 15 CONDENSED FINANCIAL STATEMENTS . . . . . . 63
Shares Eligible for Future Sale May Adversely Basis of Presentation . . . . . . . . . . 63
Affect Market Price of Stock . . . . . . 16 Pro Forma Adjustments . . . . . . . . . . 63

THE MEETINGS . . . . . . . . . . . . . . . . 17 SUPPLEMENTALLY PROVIDED INFORMATION
Date, Time and Place of the Meetings . . . 17 RELATING TO THE COMBINED UNAUDITED
Purpose of the Meetings . . . . . . . . . 17 PRO FORMA CONDENSED FINANCIAL
Record Date and Outstanding Shares . . . . 17 STATEMENTS . . . . . . . . . . . . . . . . 64
Voting and Revocation of Proxies . . . . . 17
Vote Required for Approval . . . . . . . . 18 PRINCIPAL STOCKHOLDERS OF USA WASTE AND
Solicitation of Proxies . . . . . . . . . 18 SANIFILL . . . . . . . . . . . . . . . . 69
USA Waste . . . . . . . . . . . . . . . . 69
THE MERGER AND RELATED TRANSACTIONS . . . . . 19 Sanifill . . . . . . . . . . . . . . . . . 70
General Description of the Merger . . . . 19
Background of the Merger . . . . . . . . . 19 MARKET PRICE DATA . . . . . . . . . . . . . . 71
USA Waste's Reasons for the Merger . . . . 21 Market Information . . . . . . . . . . . . 71
Recommendation of the Board of Directors of Dividend Information . . . . . . . . . . . 71
USA Waste . . . . . . . . . . . . . . . 22
Sanifill's Reasons for the Merger . . . . 22 DESCRIPTION OF USA WASTE CAPITAL STOCK . . . 72
Recommendation of the Board of Directors of Common Stock . . . . . . . . . . . . . . . 72
Sanifill . . . . . . . . . . . . . . . . 24 Preferred Stock . . . . . . . . . . . . . 72
Opinion of Financial Advisor to USA Waste 24 Authorized But Unissued Shares . . . . . . 72
Opinion of Financial Advisor to Sanifill . 28 Transfer Agent and Registrar . . . . . . . 72
Conflicts of Interest . . . . . . . . . . 33 Limited Liability and Indemnification of
Certain Federal Income Tax Consequences . 35 Officers and Directors . . . . . . . . . 72
No Appraisal or Dissenters' Rights . . . . 36
Accounting Treatment . . . . . . . . . . . 36 PROPOSAL OF STOCKHOLDERS FOR
Government and Regulatory Approvals . . . 37 ANNUAL MEETING . . . . . . . . . . . . . . 73
Restrictions on Resales by Affiliates . . 37
Board of Directors After the Merger . . . 37 OTHER MATTERS . . . . . . . . . . . . . . . . 73
Meetings, Committees and Compensation . . 40
Officers . . . . . . . . . . . . . . . . . 41
LEGAL MATTERS . . . . . . . . . . . . . . . . 73
AMENDMENT TO USA WASTE RESTATED
CERTIFICATE OF INCORPORATION . . . . . . 41 EXPERTS . . . . . . . . . . . . . . . . . . . 73

THE PLAN OF MERGER AND TERMS OF INDEPENDENT AUDITORS . . . . . . . . . . . . 74
THE MERGER . . . . . . . . . . . . . . . . 43
Effective Time of the Merger . . . . . . . 43 ANNEX A--Agreement and Plan of Merger . . . . A-1
Manner and Basis for Converting Shares . . 43
Assumption of Sanifill Options and Sanifill
Warrants . . . . . . . . . . . . . . . . 43 ANNEX B--Opinion of Donaldson,
Treatment of Sanifill Convertible Lufkin & Jenrette Securities Corporation . B-1
Debentures . . . . . . . . . . . . . . . 44
Conditions to the Merger . . . . . . . . . 44 ANNEX C--Opinion of Merrill Lynch,
Representations and Warranties of USA Waste Pierce, Fenner & Smith Incorporated. . . . C-1
and Sanifill . . . . . . . . . . . . . . 46
Survival of Representations, Warranties and
Agreements . . . . . . . . . . . . . . . 47
Conduct of the Business of USA Waste and
Sanifill Prior to the Merger . . . . . . 47

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SUMMARY

The following is a summary of certain information contained elsewhere
or incorporated by reference in this Joint Proxy Statement and Prospectus. The
information contained in this summary is qualified in its entirety by, and
should be read in conjunction with, the more detailed information appearing
elsewhere in this Joint Proxy Statement and Prospectus and the documents
incorporated herein by reference.

THE COMPANIES

USA WASTE SERVICES, INC. AND QUATRO ACQUISITION CORP.

USA Waste Services, Inc. is the third largest integrated solid waste
management company in North America and serves municipal, commercial,
industrial and residential customers in 24 states. USA Waste's solid waste
management services include collection, transfer and disposal operations and,
to a lesser extent, recycling and certain other waste management services. USA
Waste owns or operates 39 landfills, 26 transfer stations and 72 collection
operations and serves more than 1.3 million customers. Quatro Acquisition
Corp. is a wholly owned subsidiary of USA Waste organized for the purpose of
effecting the Merger pursuant to the Merger Agreement. Acquisition has no
material assets and has not engaged in and prior to the Merger will not engage
in any activities except those required to effectuate the Merger. The
principal executive offices of USA Waste and Acquisition are located at 5400
LBJ Freeway, Suite 300 -Tower One, Dallas, Texas 75240, and their telephone
number is (214) 383-7900.

Pursuant to the terms of the Merger Agreement, USA Waste has agreed to
transfer its principal executive offices to Houston, Texas, as soon as
practicable after the Effective Time (as hereinafter defined).

Additional information concerning USA Waste is included in USA Waste's
reports filed under the Exchange Act that are incorporated by reference in this
Joint Proxy Statement and Prospectus. See "Available Information" and
"Incorporation of Certain Information by Reference."

SANIFILL, INC.

Sanifill, Inc. owns and operates nonhazardous waste disposal,
treatment, collection, transfer and recycling businesses and complementary
operations. Since it was founded in 1989, Sanifill has completed the
acquisition of 142 disposal, collection and related businesses. As of June 30,
1996, Sanifill operated 50 disposal and treatment facilities, 26 transfer
stations and 36 collection operations. In addition, Sanifill provides sludge
treatment and organic recycling services. The principal executive offices of
Sanifill are located at 2777 Allen Parkway, Suite 700, Houston, Texas 77019,
and its telephone number is (713) 942-6200.

Additional information concerning Sanifill is included in Sanifill's
reports filed under the Exchange Act that are incorporated by reference in this
Joint Proxy Statement and Prospectus. See "Available Information" and
"Incorporation of Certain Information by Reference."

THE MEETINGS

The USA Waste Special Meeting will be held at 2:00 p.m., Central time
on August 27, 1996, at , for the purpose of considering
and acting upon proposals to (i) approve and adopt the Merger Agreement
("Proposal No. 1") and (ii) approve an amendment to the USA Waste Restated
Certificate of Incorporation to increase the number of authorized shares of
USA Waste Common Stock to 300,000,000 shares ("Proposal No. 2"). The
implementation of Proposal No. 1 is conditioned on the approval of Proposal No.
2. The Sanifill Special Meeting will be held at 11:00 a.m., Central time on
August 27, 1996, at , for the sole purpose of voting on
the Merger Agreement. The USA Waste Special Meeting and the Sanifill Special
Meeting are sometimes referred to collectively hereinafter as the "Meetings."

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Only those stockholders of USA Waste and of Sanifill of record at the
close of business on July 18, 1996 (the "Record Date") are entitled to notice
of, and to vote at, the USA Waste Special Meeting and the Sanifill Special
Meeting, respectively.

Pursuant to the rules of the NYSE, approval and adoption of the Merger
Agreement requires the affirmative vote of a majority of the shares of USA Waste
Common Stock voted, in person or by proxy, at the USA Waste Special Meeting,
provided that the total vote cast on the proposal represents over 50% in
interest of all shares of USA Waste Common Stock entitled to vote on the
proposal. However, the implementation of the Merger is conditioned on the
adoption of Proposal No. 2, which, pursuant to Delaware law, requires the
affirmative vote of a majority of the outstanding shares of USA Waste Common
Stock. At the close of business on the Record Date, there were approximately
million shares of USA Waste Common Stock outstanding and entitled to vote
at the USA Waste Special Meeting. In connection with the execution of the
Merger Agreement, John E. Drury, Donald F. Moorehead, Jr., Alexander W.
Rangos, John G. Rangos, Sr., John Rangos Development Corporation, Inc.,
Kosti Shirvanian and David Sutherland-Yoest each executed a voting agreement
and irrevocable proxy pursuant to which they (i) agreed to vote an aggregate of
18,700,112 shares of USA Waste Common Stock (or approximately % of the
shares of USA Waste Common Stock outstanding on the Record Date) held by them
for approval and adoption of the Merger Agreement and (ii) granted irrevocable
proxies with respect to such shares, which proxies permit Sanifill to vote
such shares in favor of approval and adoption of the Merger Agreement. See
"The Plan of Merger and Terms of the Merger -- Voting Agreements." All
executive officers and directors of USA Waste who are stockholders of USA
Waste, who collectively have the right to vote approximately million
shares of USA Common Stock (including shares subject to the voting agreements
and irrevocable proxies discussed above) representing approximately % of
the shares of USA Waste Common Stock outstanding as of the Record Date, have
indicated to USA Waste that they intend to vote the shares of USA Waste Common
Stock over which they have voting control in favor of approval and adoption of
the Merger Agreement. See "The Meetings -- Vote Required for Approval."

Pursuant to Delaware law approval and adoption of the Merger Agreement
requires the affirmative vote of a majority of the shares of Sanifill Common
Stock outstanding on the Record Date. At the close of business on the Record
Date, there were approximately million shares of Sanifill Common
Stock outstanding and entitled to vote at the Sanifill Special Meeting. In
connection with the execution of the Merger Agreement, Lorne D. Bain, Larry J.
Martin, Rodney R. Proto and Alfred C. Warrington, IV each executed a voting
agreement and irrevocable proxy pursuant to which they (i) agreed to vote an
aggregate of 1,292,002 shares of Sanifill Common Stock (or approximately %
of the shares of Sanifill Common Stock outstanding on the Record Date) held by
them for approval and adoption of the Merger Agreement and (ii) granted
irrevocable proxies with respect to such shares, which proxies permit certain
officers of USA Waste to vote such shares in favor of approval and adoption of
the Merger Agreement. See "The Plan of Merger and Terms of the Merger --
Voting Agreements." All executive officers and directors of Sanifill who are
stockholders of Sanifill, who collectively have the right to vote approximately
million shares of Sanifill Common Stock (including shares subject to the
voting agreements and irrevocable proxies discussed above), representing
approximately % of the shares of Sanifill Common Stock outstanding as of
the Record Date, have indicated to Sanifill that they intend to vote such
shares in favor of approval and adoption of the Merger Agreement. See "The
Meetings -- Vote Required for Approval."

THE MERGER

RECOMMENDATIONS OF THE BOARDS OF DIRECTORS

The Board of Directors of USA Waste has approved the Merger Agreement
and has directed that it be submitted to the stockholders of USA Waste for
their consideration. The Board of Directors of USA Waste recommends that the
stockholders of USA Waste approve and adopt the Merger Agreement. See "The
Merger and Related Transactions -- Background of the Merger," "-- USA Waste's
Reasons for the Merger," "-- Recommendation of the Board of Directors of USA
Waste" and "-- Conflicts of Interest." The implementation of the Merger
Agreement, if it is approved and adopted, is conditioned on the approval of
Proposal No. 2 by the stockholders of USA Waste.

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The Board of Directors of USA Waste also recommends adoption of such proposal.

The Board of Directors of Sanifill has approved the Merger Agreement
and has directed that it be submitted to the stockholders of Sanifill for their
consideration. The Board of Directors of Sanifill recommends that the
stockholders of Sanifill approve and adopt the Merger Agreement. See "The
Merger and Related Transactions -- Background of the Merger," "-- Sanifill's
Reasons for the Merger" and "-- Recommendation of the Board of Directors of
Sanifill." In considering the recommendation of the Board of Directors of
Sanifill with respect to the Merger, Sanifill stockholders should be aware that
certain officers and directors of Sanifill have direct or indirect interests in
recommending approval and adoption of the Merger Agreement, apart from their
interests as stockholders of Sanifill, which are separate from those of
unaffiliated stockholders of Sanifill. See "The Merger and Related
Transactions -- Conflicts of Interest."

CONFLICTS OF INTEREST

Certain members of the Board of Directors and management of Sanifill
have certain interests separate from their interests as stockholders. Such
interests include the following: (i) certain officers of Sanifill will become
officers and employees of USA Waste upon consummation of the Merger, including
Mr. Rodney R. Proto, Sanifill's President and Chief Operating Officer, who will
serve as USA Waste's President and Chief Operating Officer to be effective at
the Effective Time (as hereinafter defined) and Mr. Lorne D. Bain, Sanifill's
Chairman and Chief Executive Officer, who has executed an employment agreement
with USA Waste and Sanifill for a renewable one-year term to be effective at
the Effective Time, (ii) Mr. Bain will also receive certain payments under his
prior employment agreement with Sanifill as a result of the Merger, (iii) Mr.
Proto and two non-officer designees of Sanifill will be elected to the USA
Waste Board of Directors and one of such persons will be elected to the
Executive Committee of the USA Waste Board of Directors, (iv) any person
elected to the USA Waste Board of Directors pursuant to the Merger Agreement
who is not an employee of USA Waste will receive an annual grant of options to
purchase 10,000 shares of USA Waste Common Stock pursuant to USA Waste's
Non-Employee Director Plan, (v) certain officers and directors of Sanifill hold
options and warrants to acquire shares of Sanifill Common Stock, which will
become options to acquire shares of USA Waste Common Stock upon consummation of
the Merger and (vi) certain officers, directors and employees of Sanifill will
be indemnified by USA Waste against certain liabilities. For more information
on such conflicts of interest, see "The Merger and Related Transactions --
Conflicts of Interest" and "The Plan of Merger and Terms of the Merger -- Other
Agreements."

OPINIONS OF FINANCIAL ADVISORS

On June 21, 1996, the Board of Directors of USA Waste received a
written opinion from Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ") to the effect that, as of such date, the Exchange Ratio (as hereinafter
defined) is fair to USA Waste from a financial point of view. On June 21,
1996, the Board of Directors of Sanifill received a written opinion from
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") that, as
of such date, the Exchange Ratio is fair to the stockholders of Sanifill from a
financial point of view. The full texts of the written opinions of DLJ and
Merrill Lynch are attached to this Joint Proxy Statement and Prospectus as
Annex B and Annex C, respectively. See "The Merger and Related Transactions --
Opinion of Financial Advisor to USA Waste" and "-- Opinion of Financial Advisor
to Sanifill."

CERTAIN TERMS OF THE MERGER

Exchange Ratio. At the Effective Time, Acquisition will merge with
and into Sanifill, and Sanifill will become a wholly owned subsidiary of USA
Waste. In the Merger, each outstanding share of Sanifill Common Stock (other
than shares of Sanifill Common Stock held by USA Waste) will be converted into
1.70 shares of USA Waste Common Stock (the "Exchange Ratio").

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Based upon the number of shares of USA Waste Common Stock and Sanifill
Common Stock outstanding as of the Record Date, approximately million
shares of USA Waste Common Stock will be outstanding immediately after the
Effective Time, of which approximately million shares, representing
% of the total, will be held by former holders of Sanifill Common Stock.

Fractional Shares. No fractional shares of USA Waste Common Stock
will be issued pursuant to the Merger. In lieu of such fractional shares, each
holder who would otherwise receive a fractional share will receive cash
(without interest) in an amount equal to the product of such fractional part of
a share of USA Waste Common Stock multiplied by the average closing price per
share of USA Waste Common Stock on the NYSE during the 10 trading days
immediately preceding the Effective Time.

Effective Time of the Merger. The Merger will become effective at
such time as shall be stated in a certificate of merger to be filed with the
Secretary of State of the State of Delaware (the "Effective Time"). Assuming
the requisite stockholder approval of the Merger Agreement is obtained, it is
anticipated that the Effective Time of the Merger will occur as soon as
practicable following the Meetings. If all other conditions to the Merger have
not been satisfied prior to the Meetings, however, it is expected that the
Merger will occur as soon as practicable after such conditions have been
satisfied or waived.

Exchange of Sanifill Common Stock Certificates. Promptly after
consummation of the Merger, Boston EquiServe (the "Exchange Agent") will mail a
letter of transmittal with instructions to each holder of record of Sanifill
Common Stock for use in exchanging certificates representing shares of Sanifill
Common Stock for certificates representing shares of USA Waste Common Stock and
cash in lieu of any fractional shares. CERTIFICATES SHOULD NOT BE SURRENDERED
BY THE HOLDERS OF SANIFILL COMMON STOCK UNTIL THEY HAVE RECEIVED THE LETTER OF
TRANSMITTAL FROM THE EXCHANGE AGENT. See "The Plan of Merger and Terms of the
Merger -- Manner and Basis for Converting Shares."

Assumption of Sanifill Options and Sanifill Warrants. Pursuant to the
Merger Agreement and at the Effective Time, USA Waste will assume the
obligations under each outstanding option and warrant to purchase Sanifill
Common Stock (a "Sanifill Option" or a "Sanifill Warrant," respectively) that
remains unexpired and unexercised in whole or in part. Accordingly, each
Sanifill Option and Sanifill Warrant will remain outstanding as an option or
warrant to purchase, in place of the shares of Sanifill Common Stock previously
subject to such Sanifill Option or Sanifill Warrant, that number of shares of
USA Waste Common Stock equal to the product of the number of shares of Sanifill
Common Stock subject to the Sanifill Option or Sanifill Warrant multiplied by
the Exchange Ratio. The exercise price per share of USA Waste Common Stock
will be equal to the previous exercise price per share under the Sanifill
Option or Sanifill Warrant divided by the Exchange Ratio. See "The Plan of
Merger and Terms of the Merger -- Assumption of Sanifill Options and Sanifill
Warrants." As of the Record Date, 13 individuals, representing all executive
officers and directors of Sanifill, held options and warrants to acquire
approximately 1.5 million shares of Sanifill Common Stock at exercise prices
ranging from $10.88 to $44.88 per share. See "The Merger and Related
Transactions -- Conflicts of Interest."

Treatment of Sanifill Convertible Debentures. The 5% Convertible
Subordinated Debentures Due March 1, 2006 of Sanifill (the "Sanifill
Convertible Debentures") that are outstanding immediately prior to the
Effective Time will remain outstanding subsequent to the Effective Time as debt
instruments of Sanifill, Inc. as the survivor to the Merger (in such capacity,
the "Surviving Corporation"). After the Effective Time, each outstanding
Sanifill Convertible Debenture will be convertible into the number of shares of
USA Waste Common Stock (and cash amount in lieu of fractional shares) that the
holder thereof would have had the right to receive upon the Merger if such
Sanifill Convertible Debenture had been converted immediately prior to the
Effective Time, subject to subsequent anti-dilution adjustments as provided by
the terms of the Sanifill Convertible Debentures. After the Merger, Sanifill,
as the Surviving Corporation, must enter into a supplemental indenture with
Texas Commerce Bank National Association, as Trustee (the "Trustee"), providing
for such conversion right into shares of USA Waste Common Stock. As of March
31, 1996, $115 million in aggregate principal amount of Sanifill Convertible
Debentures were outstanding.

Indemnification and Insurance. The Merger Agreement provides that the
officers, directors, employees and agents of Sanifill will be indemnified by
USA Waste against certain liabilities and costs, including those arising out
of,

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relating to or in connection with any action or omission occurring prior to the
Effective Time or arising out of or pertaining to the transactions contemplated
by the Merger Agreement. In addition, pursuant to the terms of the Merger
Agreement, USA Waste has agreed to maintain in effect, for a period of six
years after the Effective Time, the current policies of directors' and
officers' liability insurance maintained by Sanifill and its subsidiaries (or
substantially equivalent policies) with respect to matters arising prior to the
Effective Time; provided, however, that USA Waste is only required to obtain as
much coverage as can be obtained by paying an annual premium less than or equal
to two times the current annual premiums for such insurance coverage. In
connection with the execution of the Merger Agreement, USA Waste and Sanifill
entered into a letter agreement dated as of June 22, 1996 (the "Indemnification
Letter Agreement") which provides that the Certificate of Incorporation of the
Surviving Corporation as of the Effective Time will contain provisions for the
indemnification of officers and directors and related matters identical to the
provisions governing such matters contained in the USA Waste Restated
Certificate of Incorporation as of June 22, 1996. See "The Plan of Merger and
Terms of the Merger -- Indemnification and Insurance."

CONDITIONS TO THE MERGER

Certain Federal Income Tax Consequences. It is a condition precedent
to the closing of the Merger (i) that USA Waste receive an opinion of its
counsel to the effect that no gain or loss will be recognized by USA Waste or
Acquisition for U.S. federal income tax purposes as a result of the Merger and
(ii) that Sanifill receive an opinion of its counsel to the effect that, in
general, no gain or loss will be recognized by Sanifill or holders of Sanifill
Common Stock as a result of consummation of the Merger. See "The Merger and
Related Transactions -- Certain Federal Income Tax Consequences."

Accounting Treatment. It is a condition precedent to the closing of
the Merger that USA Waste and Sanifill receive letters from Coopers & Lybrand
L.L.P. and Arthur Andersen LLP, respectively, dated as of the Effective Time,
affirming the appropriateness of "pooling of interests" accounting for the
Merger under Accounting Principles Board Opinion No. 16 if consummated in
accordance with the Merger Agreement. See "The Merger and Related Transactions
- -- Accounting Treatment."

Governmental and Regulatory Approvals. Consummation of the Merger is
conditioned upon the expiration or termination of the waiting period applicable
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"). On July 1, 1996, USA Waste and Sanifill filed notification reports
under the HSR Act with the Federal Trade Commission and the Antitrust Division
of the Department of Justice. The waiting period will expire at 11:59 p.m., on
July 31, 1996 unless extended or earlier terminated. See "The Merger and
Related Transactions -- Government and Regulatory Approvals." USA Waste and
Sanifill are aware of no other governmental or regulatory approvals required
for consummation of the Merger, other than as required to comply with
applicable federal and state securities laws and as may be required with
respect to environmental permits held by Sanifill subsidiaries in certain
states that would deem the Merger to be a transfer of those permits.

No Injunction Preventing Merger. Consummation of the Merger is
subject to the condition that no injunction or decree by any federal or state
court that prevents the consummation of the Merger shall have been issued and
remain in effect.

Other Conditions to the Merger. In addition to the approval and
adoption of the Merger Agreement by the requisite votes of USA Waste
stockholders and Sanifill stockholders and the satisfaction of the conditions
described above, the respective obligations of USA Waste and Sanifill to effect
the Merger are subject to the satisfaction or waiver, where permissible, of
certain other conditions, including, without limitation, (i) the shares of USA
Waste Common Stock issuable in the Merger and those to be reserved for issuance
upon exercise of stock options or warrants or the conversion of convertible
securities shall have been authorized for listing on the NYSE, subject to
official notice of issuance, and (ii) the Registration Statement shall have
become effective and no stop order suspending such effectiveness (or any
proceeding for that purpose) shall be in effect. It is also a condition to the
implementation of the Merger that Proposal No. 2 to amend USA Waste's
Restated Certificate of Incorporation to increase the number of authorized
shares of USA Waste Common Stock to 300,000,0000 shares be approved by the
stockholders of USA Waste. In addition, the obligation of USA Waste to
effect the Merger is subject to the receipt of letters from affiliates of USA
Waste and Sanifill to the effect that such persons will not dispose of USA
Waste Common Stock except pursuant to an effective registration statement or
in compliance

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with Rule 145 (or an otherwise exempt transaction) and, in any case, until
after the results covering 30 days of post-Merger combined operations of USA
Waste and Sanifill have been filed with the Commission, sent to USA Waste's
stockholders or otherwise publicly issued. See "The Plan of Merger and Terms
of the Merger -- Conditions to the Merger."

NO SOLICITATION

The Merger Agreement provides that Sanifill will not, and will not
permit any of its subsidiaries to, initiate, solicit, negotiate, encourage or
provide non-public or confidential information to facilitate, and Sanifill
will, and will cause each of its subsidiaries to, cause any officer, director
or employee, or any attorney, accountant, investment banker, financial advisor
or other agent retained by it, not to initiate, solicit, negotiate, encourage
or provide non-public or confidential information to facilitate, any proposal
or offer to acquire all or any substantial part of the business and properties
or any capital stock of Sanifill (any such transaction being referred to as an
"Acquisition Transaction"). Notwithstanding the foregoing, Sanifill may, under
certain circumstances, furnish to a financially capable corporation,
partnership, person or other entity or group (a "Potential Acquirer")
confidential or non-public information concerning its business, properties or
assets in response to an unsolicited written proposal or indication of interest
with respect to a potential or proposed Acquisition Transaction. Sanifill may
negotiate with a Potential Acquirer if its Board of Directors, after consulting
with its legal counsel, determines in good faith that the failure to provide
such confidential or non-public information to or negotiate with such Potential
Acquirer would constitute a breach of the Board's fiduciary duty to Sanifill's
stockholders. See "The Merger Agreement and Terms of the Merger -- No
Solicitation of Acquisition Transactions."

TERMINATION OR AMENDMENT OF MERGER AGREEMENT

Termination. The Merger Agreement may be terminated under certain
circumstances, including (a) with the mutual written consent of USA Waste and
Sanifill or (b) by either USA Waste or Sanifill at any time prior to the
consummation of the Merger if (i) the Merger is not completed by December 31,
1996, for reasons other than delay on the part of the party requesting
termination (the "Terminating Party"), (ii) (x) the representations and
warranties of the non-Terminating Party shall fail to be true and correct in
all material respects on and as of the date made or, except in the case of any
such representations and warranties made as of a specified date, on and as of
any subsequent date as if made at and as of such subsequent date and (y) such
failure shall not have been cured within 30 days after written notice of such
failure is given to the non-Terminating Party by the Terminating Party, (iii)
the Merger is enjoined by a final, unappealable court order not entered at the
request or with the support of the party requesting termination, (iv) the
non-Terminating Party (x) fails to perform in any material respect any of its
material covenants in the Merger Agreement and (y) does not cure such default
in all material respects within 30 days after notice of such default is given
to the non-Terminating Party by the Terminating Party, or (v) the stockholders
of the non-Terminating Party fail to approve the Merger at a duly held meeting
of the stockholders called for such purpose or any adjournment thereof.
Additionally, Sanifill may terminate the Merger Agreement if (i) (x) Sanifill
receives an offer or proposal from any Potential Acquirer (excluding any
affiliate of Sanifill or any group of which any affiliate of Sanifill is a
member) with respect to a merger, sale of substantial assets or other business
combination involving Sanifill, (y) Sanifill's Board of Directors determines,
in good faith and after consultation with an independent financial advisor,
that such offer or proposal (if consummated pursuant to its terms) would result
in an Acquisition Transaction more favorable to Sanifill's stockholders than
the Merger (any such offer or proposal being referred to as a "Superior
Proposal") and resolves to accept such Superior Proposal and (z) Sanifill shall
have given USA Waste two days' prior written notice of its intention to
terminate or (ii) (x) a tender or exchange offer is commenced by a Potential
Acquirer (excluding any affiliate of Sanifill or any group of which any
affiliate of Sanifill is a member) for all outstanding shares of Sanifill
Common Stock, (y) Sanifill's Board of Directors determines, in good faith and
after consultation with an independent financial advisor, that such offer
constitutes a Superior Proposal and resolves to accept such Superior Proposal
or recommend to the stockholders that they tender their shares in such tender
or exchange offer and (z) Sanifill shall have given USA Waste two days' prior
written notice of its intention to terminate. Similarly, USA Waste may
terminate the Merger Agreement if the Board of Directors of Sanifill shall have
resolved to accept a Superior Proposal or shall have recommended to Sanifill's

6
17
stockholders that they tender their shares in a tender or an exchange offer
commenced by a third party (excluding any affiliate of USA Waste or any group
of which any affiliate of USA Waste is a member).

Amendment. The Merger Agreement may be amended or supplemented by an
instrument in writing signed on behalf of each party and in compliance with
applicable law. Such amendment may occur at any time before the Merger,
including after the Merger Agreement has been approved by the stockholders of
USA Waste and the stockholders of Sanifill at the Meetings. See "The Plan of
Merger and Terms of the Merger -- Termination or Amendment."

Termination Fees; Expenses. Under certain circumstances, USA Waste or
Sanifill may be required to pay the other a fee of $39 million upon termination
of the Merger Agreement. Certain expenses incurred in connection with this
Joint Proxy Statement and Prospectus will be shared equally by USA Waste and
Sanifill. All other costs and expenses incurred in connection with the Merger
Agreement and the transactions contemplated thereby shall be paid by the party
incurring such expenses, whether or not the Merger is consummated. See "The
Plan of Merger and Terms of the Merger -- Termination Fees" and "-- Expenses."

NO APPRAISAL OR DISSENTERS' RIGHTS

Delaware law does not require that holders of USA Waste Common Stock
or Sanifill Common Stock who object to the Merger and who vote against or
abstain from voting in favor of the Merger be afforded any appraisal or
dissenters' rights or the right to receive cash for their shares. Neither USA
Waste nor Sanifill intends to make available any such rights to its
stockholders.

STOCKHOLDERS' COMPARATIVE RIGHTS

The rights of stockholders of Sanifill are currently governed by
Delaware law, the Sanifill Certificate of Incorporation and the Sanifill
Bylaws. The rights of stockholders of USA Waste are governed by Delaware law
and the USA Waste Restated Certificate of Incorporation and the USA Waste
Bylaws. Upon consummation of the Merger, stockholders of Sanifill will become
stockholders of USA Waste and, as such, their rights thereafter will be
governed by Delaware law, the USA Waste Restated Certificate of Incorporation
and the USA Waste Bylaws. See "Comparison of Rights of Stockholders of USA
Waste and Sanifill."

MARKET PRICE DATA

USA Waste Common Stock is traded on the NYSE under the symbol "UW."
Sanifill Common Stock is traded on the NYSE under the symbol "FIL." The
following table sets forth the range of high and low sale prices for USA Waste
Common Stock and Sanifill Common Stock as reported on the NYSE for the calendar
quarters indicated.

USA Waste Sanifill
Common Stock Common Stock
------------ ------------
High Low High Low
---- --- ---- ---

1994
----
First Quarter . . . . . . . . . . . . . . $ 15 $ 11 3/8 $ 25 $ 20 1/2
Second Quarter . . . . . . . . . . . . . . 13 3/8 10 3/8 25 5/8 20
Third Quarter . . . . . . . . . . . . . . 15 1/8 11 1/2 25 1/2 21 1/2
Fourth Quarter . . . . . . . . . . . . . . 15 1/8 11 25 20 1/2

1995
----
First Quarter . . . . . . . . . . . . . . $ 12 3/8 $ 10 $ 27 $ 22 3/8
Second Quarter . . . . . . . . . . . . . . 16 5/8 11 1/2 31 5/8 24
Third Quarter . . . . . . . . . . . . . . 21 7/8 14 5/8 34 1/8 29 3/4
Fourth Quarter . . . . . . . . . . . . . . 22 1/2 17 34 29 1/8

7
18

USA Waste Sanifill
Common Stock Common Stock
------------ ------------
High Low High Low
---- --- ---- ---

1996
----
First Quarter . . . . . . . . . . . . . . . $ 25 5/8 $ 17 1/4 $ 39 1/4 $ 33
Second Quarter . . . . . . . . . . . . . . 32 1/2 24 50 1/8 37 7/8
Third Quarter (through July 12) . . . . . . 30 26 3/4 49 7/8 45 1/2

On June 21, 1996, the last trading day prior to announcement by USA
Waste and Sanifill that they had reached an agreement concerning the Merger,
the closing sale price of USA Waste Common Stock as reported on the NYSE was
$27 7/8 per share, and the closing sale price of Sanifill Common Stock as
reported on the NYSE was $47 7/8 per share. The equivalent per share price of
Sanifill Common Stock on June 21, 1996, calculated by multiplying the closing
sale price of USA Waste Common Stock on the same date by the Exchange Ratio,
was $47.3875.

On , 1996, the closing sale price of USA Waste
Common Stock as reported on the NYSE was $ per share, and the closing
sale price of Sanifill Common Stock as reported on the NYSE was $ per
share. Following the Merger, USA Waste Common Stock will continue to be traded
on the NYSE under the symbol "UW," and the listing of Sanifill Common Stock on
the NYSE will be terminated.

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19
SUMMARY FINANCIAL INFORMATION

SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated financial data of USA Waste for
each of the three years in the period ended December 31, 1995 were derived from
USA Waste's audited supplemental consolidated financial statements and for the
three months ended March 31, 1995 and 1996, were derived from USA Waste's
unaudited supplemental consolidated financial statements. These supplemental
consolidated financial statements have been prepared to give retroactive effect
to USA Waste's merger with Western Waste Industries on May 7, 1996 using the
"pooling of interests" method of accounting for business combinations. The
following summary historical consolidated financial data of Sanifill for the
three years ended December 31, 1995 were derived from Sanifill's historical
consolidated audited financial statements and for the three months ended March
31, 1995 and 1996 were derived from Sanifill's historical unaudited
consolidated financial statements. Such unaudited data for USA Waste and
Sanifill include all adjustments, consisting of normal recurring accruals,
which their respective managements consider necessary to present fairly the
information for such periods. The financial data is not necessarily indicative
of results to be expected after the Merger is consummated. The financial data
should be read in conjunction with the separate audited and unaudited
consolidated financial statements and the notes thereto incorporated by
reference herein.

USA WASTE SERVICES, INC.

Three Months Ended
Year Ended December 31, March 31
------------------------------- ------------------
1993 1994 1995 1995 1996
------- ------- ------ ------ ------
(In thousands, except per share amounts)

STATEMENT OF OPERATIONS DATA:
Operating revenues . . . . . . . . . . . . . $ 639,239 $ 705,165 $ 731,000 $ 168,880 $ 201,525
---------- ---------- ---------- ---------- ----------
Costs and expenses:
Operating . . . . . . . . . . . . . . . . 388,727 428,701 428,331 101,450 118,101
General and administrative . . . . . . . . 104,121 108,885 101,268 26,163 24,743
Depreciation and amortization . . . . . . 74,223 83,044 83,519 19,343 21,874
Merger costs . . . . . . . . . . . . . . . --- 3,782 25,073 --- ---
Unusual items . . . . . . . . . . . . . . 2,672 8,863 4,733 693 ---
---------- ---------- ---------- ---------- ----------
569,743 633,275 642,924 147,649 164,718
---------- ---------- ---------- ---------- ----------
Income from operations . . . . . . . . . . . 69,496 71,890 88,076 21,231 36,807
---------- ---------- ---------- ---------- ----------
Other income (expense):
Stockholder litigation settlement and other
litigation related costs . . . . . . . (5,500) (79,400) --- --- ---
Interest expense:
Nonrecurring interest . . . . . . . . --- (1,254) (10,994) (3,512) ---
Other . . . . . . . . . . . . . . . . (39,809) (38,153) (35,437) (9,687) (6,765)
Interest income . . . . . . . . . . . . . 4,338 4,183 4,222 1,253 1,721
Other income, net . . . . . . . . . . . . 1,148 1,249 3,220 1,069 567
---------- ---------- ---------- ---------- ----------
(39,823) (113,375) (38,989) (10,877) (4,477)
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes . . . . . . 29,673 (41,485) 49,087 10,354 32,330
Provision for income taxes . . . . . . . . . 16,112 17,610 1,744 5,816 5,558
---------- ---------- ---------- ---------- ----------
Net income (loss) . . . . . . . . . . . . . . 13,561 (59,095) 47,343 4,538 26,772
Preferred dividends . . . . . . . . . . . . . 582 565 --- --- ---
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations available
to common stockholders . . . . . . . . . $ 12,979 $ (59,660) $ 47,343 $ 4,538 $ 26,772
========== ========== ========== ========== ==========

Income (loss) from continuing operations available
to common stockholders per common share . $ 0.19 $ (0.82) $ 0.60 $ 0.06 $ 0.29
========== ========== ========== ========== ==========

Weighted average number of common and common
equivalent shares outstanding . . . . . . 68,457 72,968 78,912 74,305 93,281
========== ========== ========== ========== ==========
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital . . . . . . . . . . . . . . . $ 46,392 $ 10,687 $ 33,525 $ 30,350 $ 54,750
Intangible assets, net . . . . . . . . . . . 99,419 118,469 142,791 120,459 147,203
Total assets . . . . . . . . . . . . . . . . 1,030,038 1,075,508 1,190,364 1,085,880 1,262,990
Long-term debt, including current maturities 496,190 490,904 450,840 513,345 487,813
Stockholders' equity. . . . . . . . . . . . . 360,152 321,089 557,387 315,735 597,792

9
20

SANIFILL, INC.

Three Months Ended
Year Ended December 31, March 31,
----------------------------- -----------------
1993 1994 1995 1995 1996
---- ---- ---- ---- ----
(In thousands, except per share amounts)

STATEMENT OF OPERATIONS DATA: (Restated)(1) (Restated)(1) (Restated)(1)
Revenues . . . . . . . . . . . . . . . . . $ 139,727 $ 192,479 $ 256,705 $ 54,064 $ 81,000
Cost of operations . . . . . . . . . . . . 90,397 122,274 160,088 35,038 51,895
---------- --------- --------- --------- ---------
Gross profit . . . . . . . . . . . . . . 49,330 70,205 96,617 19,026 29,105
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . 22,599 30,633 39,669 8,118 12,247
Pooling costs . . . . . . . . . . . . . . . -- -- 566
---------- --------- --------- --------- ---------
Operating income . . . . . . . . . . . . 26,731 39,572 56,382 10,908 16,858
Interest expense . . . . . . . . . . . . . 6,223 9,525 13,121 2,903 4,462
Interest income . . . . . . . . . . . . . . (497) (487) (1,260) (226) (209)
Other income, net . . . . . . . . . . . . . (13) (1,321) (1,923) (328) (648)
---------- --------- --------- --------- ---------
Income before income taxes . . . . . . . 21,018 31,855 46,444 8,559 13,253
Income taxes . . . . . . . . . . . . . . . 8,048 12,622 18,531 3,387 5,301
---------- --------- --------- --------- ---------
Net income . . . . . . . . . . . . . . . $ 12,970 $ 19,233 $ 27,913 $ 5,172 $ 7,952
========== ========= ========= ========= =========
Earnings per common and common equivalent
share . . . . . . . . . . . . . . . . . . $ 0.80 $ 1.07 $ 1.38 $ 0.28 $ 0.35
========== ========= ========= ========= =========

Weighted average number of common and
common equivalent shares outstanding . . 16,118 17,914 20,216 18,626 22,989
========== ========= ========= ========= =========

BALANCE SHEET DATA (AT END OF PERIOD):
Working capital (deficit) $ (587) $ (716) $ (3,416) $ 9,849 $ (416)
Intangible assets, net 52,738 66,597 119,414 71,962 136,865
Total assets 420,918 510,865 775,929 543,080 934,379
Long-term debt, including current
maturities 154,141 197,769 280,901 212,342 373,478
Stockholders' equity 148,245 182,115 315,591 196,738 377,177

- --------
(1) Restated to give effect to the merger of Metropolitan Disposal and
Recycling Corporation, which closed in May 1995, using the "pooling of
interests" method of accounting.

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21
SUMMARY COMBINED UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

The following summary combined unaudited pro forma condensed financial
information of USA Waste and Sanifill gives effect to the Merger under the
"pooling of interests" method of accounting as if the Merger had been
consummated as of the beginning of the periods presented. The pro forma
information for the years ended December 31, 1993, 1994 and 1995 was prepared
based on the audited supplemental and audited historical financial information
of USA Waste and Sanifill, respectively, for such years. The pro forma
information for the three months ended March 31, 1995 and 1996 was prepared
based on the unaudited supplemental and unaudited historical financial
information of USA Waste and Sanifill, respectively, for such periods. In
addition to the pro forma adjustments in the combined unaudited pro forma
condensed financial statements (which in effect are a restatement of the
financial statements as if the Merger were consummated), the impact of certain
transactions occurring in 1995 and 1996 is presented supplementally. This
supplementally provided information does not include the impact of certain cost
and expense savings and other economic benefits that are expected to be
realized as a result of the Merger or additional cost reductions relating to
landfill and collection operations or additional revenues that may result from
volume or price increases. See "Supplementally Provided Information Relating
to Combined Unaudited Pro Forma Condensed Financial Statements."

USA WASTE AND SANIFILL
Combined Unaudited Pro Forma Supplementally
Condensed Financial Information Provided Information
------------------------------------------ ---------------------------
Three Three
Year Ended December 31, Months Ended Year Ended Months Ended
-------------------------- March 31, December 31, March 31,
1993 1994 1995 1996 1995 1996
------ ------ ------ ------ ------ --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF OPERATIONS DATA:
Operating revenues. . . . . . . . $778,966 $897,644 $987,705 $282,525 $1,178,126 $307,757
-------- -------- -------- -------- ---------- --------
Costs and expenses:
Operating . . . . . . . . . . . 455,282 520,255 551,305 158,956 672,438 174,794
General and administrative . . 126,347 138,819 140,051 36,704 169,291 40,042
Depreciation and amortization . 96,861 112,860 119,570 32,701 140,785 35,643
Merger costs . . . . . . . . . --- 3,782 25,639 --- 25,639 ---
Unusual items . . . . . . . . . 2,672 8,863 4,733 --- 4,733 ---
-------- -------- -------- -------- ---------- --------
681,162 784,579 841,298 228,361 1,012,886 250,479
-------- -------- -------- -------- ---------- --------
Income from operations . . . . . 97,804 113,065 146,407 54,164 165,240 57,278
-------- -------- -------- -------- ---------- --------
Other income (expense):
Stockholder litigation
settlement and other
litigation related costs. . . (5,500) (79,400) --- --- --- ---
Interest expense:
Nonrecurring interest . . . . --- (1,254) (10,994) --- (10,994) ---
Other . . . . . . . . . . . . (46,032) (47,678) (48,558) (11,227) (47,307) (11,761)
Interest income . . . . . . . . 4,835 4,670 5,482 1,930 6,271 1,930
Other income, net . . . . . . . 1,161 2,570 5,143 1,215 5,838 1,566
-------- -------- -------- -------- ---------- --------
(45,536) (121,092) (48,927) (8,082) (46,192) (8,265)
-------- -------- -------- -------- ---------- --------
Income (loss) before income
taxes . . . . . . . . . . . . 52,268 (8,027) 97,480 46,082 119,048 49,013
Provision for (benefit from)
income taxes . . . . . . . . 30,317 (19,315) 64,437 18,433 70,433 19,606
-------- -------- -------- -------- ---------- --------
Income from continuing
operations . . . . . . . . . 21,951 11,288 33,043 27,649 48,615 29,407
Preferred dividends . . . . . . . 582 565 --- --- --- ---
-------- -------- -------- -------- ---------- --------
Income from continuing
operations available to common
stockholders . . . . . . . . . $ 21,369 $ 10,723 $ 33,043 $ 27,649 $ 48,615 $ 29,407
======== ======== ======== ======== ========= ========
Income from continuing
operations available to common
stockholders per common share . $ 0.22 $ 0.10 $ 0.29 $ 0.21 $ 0.37 $ 0.21
======== ======== ======== ======== ========= ========
Weighted average shares

outstanding . . . . . . . . . . 95,858 103,422 113,279 132,362 131,131 136,906
======== ======== ======== ======== ========= ========

11
22

Combined
Unaudited Pro Supplementally
Forma Condensed Provided
Financial Information as
Information as of of March 31,
March 31, 1996 1996
------------------ ---------------

BALANCE SHEET DATA:
Working capital (deficit) . . . . . . $ 54,334 $ 48,298
Intangible assets, net . . . . . . . 284,068 326,819
Total assets . . . . . . . . . . . . 2,157,901 2,190,285
Long-term debt, including current
maturities. . . . . . . . . . . . . 861,291 929,044
Stockholders' equity . . . . . . . . 1,005,759 965,294

COMPARATIVE UNAUDITED PER SHARE DATA

The following table sets forth (a) the income (loss) from continuing
operations available to common stockholders per common share and the book value
per share of USA Waste Common Stock, (b) the income from continuing operations
per common share and the book value per share of Sanifill Common Stock, (c) the
combined unaudited pro forma income from continuing operations available to
common stockholders per common share and the unaudited pro forma book value per
share data of USA Waste Common Stock after giving effect to the Merger on a
pooling of interests basis with Sanifill and (d) the Sanifill equivalent
combined unaudited pro forma income from continuing operations per common share
and the unaudited pro forma book value per share attributable to 1.70 shares of
USA Waste Common Stock that will be received by Sanifill stockholders for each
share of Sanifill Common Stock. The information presented in the table should
be read in conjunction with the combined unaudited pro forma condensed financial
statements and the separate consolidated financial statements of USA Waste and
Sanifill and the notes thereto appearing elsewhere herein or incorporated by
reference in this Joint Proxy Statement and Prospectus. In addition to the pro
forma adjustments in the combined unaudited pro forma condensed financial
statements (which in effect are a restatement of the financial statements as if
the Merger were consummated), the impact of certain transactions occurring in
1995 and 1996 is presented supplementally. See "USA Waste and Sanifill Combined
Unaudited Pro Forma Condensed Financial Statements."

PRO FORMA SUPPLEMENTALLY PROVIDED INFORMATION
---------------------- -----------------------------------
SANIFILL SANIFILL
EQUIVALENT EQUIVALENT
USA WASTE SANIFILL COMBINED COMBINED COMBINED COMBINED
--------- -------- -------- ---------- -------- -----------

Income (loss) from continuing
operations available to
Common Stockholders per
common share:
Years ended December 31:
1993 . . . . . . . . . . . . . . $ 0.19 $ 0.80 $ 0.22 $ 0.37 NA NA
1994 . . . . . . . . . . . . . . (0.82) 1.07 0.10 0.17 NA NA
1995 . . . . . . . . . . . . . . 0.60 1.38 0.29 0.49 0.37 0.63

Book value per share:
March 31, 1996 . . . . . . . . . $6.68 $16.19 $7.79 $13.24 $7.33 $12.46

12
23
ADDITIONAL PROPOSAL TO BE PRESENTED AT THE USA WASTE SPECIAL MEETING

At the USA Waste Special Meeting, stockholders of USA Waste will also
be asked to consider and act upon a proposal to approve an amendment to the USA
Waste Restated Certificate of Incorporation to increase the number of
authorized shares of USA Waste Common Stock to 300,000,000 shares. The Board
of Directors of USA Waste believes that this amendment to increase the number
of authorized shares of USA Waste Common Stock is necessary in order to ensure
that (i) there will be sufficient authorized, unissued and unreserved shares of
USA Common Stock available to effect the Merger (and reserve shares for
issuance pursuant to the Sanifill Options, the Sanifill Warrants and the
Sanifill Convertible Debentures) and (ii) after the Merger, USA
Waste will have shares available for issuance at the Board of Directors'
discretion for future acquisitions, stock splits, stock dividends, equity
financings, employee benefit plans and other corporate purposes. The
implementation of the Merger is conditioned on, among other things, the
adoption of this proposal.

Proposal No. 2. To approve an amendment to the Restated Certificate of
Incorporation of USA Waste to increase the authorized shares of USA Waste
Common Stock from 150,000,000 to 300,000,000 shares. THE BOARD OF DIRECTORS OF
USA WASTE RECOMMENDS THAT THE STOCKHOLDERS OF USA WASTE VOTE FOR THE AMENDMENT.

13
24
RISK FACTORS

In addition to the other information set forth in this Joint Proxy
Statement and Prospectus, the following factors should be considered by the USA
Waste stockholders and the Sanifill stockholders before voting on the proposals
herein.

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

When used or incorporated by reference in this Joint Proxy Statement
and Prospectus, the words "anticipate," "estimate," "expect," "project" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated, expected or projected.

Among the key factors that have a direct bearing on USA Waste's
ability to attain its goals are the level and nature of competition from other
waste companies, evaluation of the current regulatory environment and the costs
associated with such regulations, the availability of attractive acquisition
opportunities, successful integration of acquired businesses, improvement of
operating efficiencies, availability of working capital, ability to maintain
margins and the management of costs in a changing regulatory environment. USA
Waste has also made certain assumptions relating to the outcome of various
commercial, legal and regulatory proceedings relating to USA Waste's operations
and the industry generally. These and other risk factors are discussed below.

EXPECTED BENEFITS OF COMBINED BUSINESS MAY NOT BE ACHIEVED

There can be no assurance that the expected benefits of the Merger
relative to the combined business as described under "The Merger and Related
Transactions -- USA Waste's Reasons for the Merger" and "The Merger and
Related Transactions -- Sanifill's Reasons for the Merger" will be achieved.
Whether the anticipated benefits of the Merger are ultimately achieved will
depend on a number of factors, including the ability of the combined companies
to achieve administrative cost savings, rationalization of collection routes,
insurance and bonding cost reductions, general economies of scale and,
generally, to capitalize on the combined asset base and strategic position of
the combined entity.

STOCK PRICES MAY VARY IN RESPONSE TO CHANGES IN BUSINESS AND ECONOMIC
CONDITIONS

The relative stock prices of USA Waste Common Stock and Sanifill
Common Stock at the Effective Time may vary significantly from the prices as of
the date of execution of the Merger Agreement or the date hereof or the date on
which stockholders vote on the Merger due to, among other factors, changes in
the business, operations and prospects of USA Waste or Sanifill, market
assessments of the likelihood that the Merger will be consummated and the
timing thereof and general market and economic conditions. The Exchange Ratio
is fixed and will not be adjusted based on changes in the relative stock prices
of USA Waste Common Stock and Sanifill Common Stock.

NO ASSURANCE OF SUCCESSFUL MANAGEMENT AND MAINTENANCE OF GROWTH

USA Waste has experienced rapid growth, primarily through
acquisitions. USA Waste's financial results and prospects depend in large part
on its ability to successfully manage and improve the operating efficiencies
and productivity of these acquired operations. In particular, there can be no
assurance that USA Waste will be able to successfully integrate the operations
of Western Waste Industries, USA Waste's most recent large acquisition (the
"Western Merger"), or that USA Waste will be able to successfully integrate the
operations of Sanifill if the Merger is consummated. Moreover, the ability of
USA Waste to continue to grow will depend on a number of factors, including
competition from other waste management companies, availability of attractive
acquisition opportunities, availability of working capital, ability to maintain
margins and the management of costs in a changing regulatory environment.

14
25
USA Waste is continually seeking acquisition opportunities and believes that
there exist a substantial number of potentially attractive consolidation
opportunities in the solid waste management industry. USA Waste may pursue
significant acquisitions if they can be achieved on acceptable terms. There
can be no assurance that USA Waste will be able to continue to expand and
successfully integrate operations.

NEED FOR CAPITAL; DEBT FINANCING

The long-term debt of the combined company, including current
maturities, on a pro forma basis as of March 31, 1996 was approximately $861.3
million. See "USA Waste and Sanifill Combined Unaudited Pro Forma Condensed
Financial Statements." USA Waste expects to require additional capital from
time to time to pursue its acquisition strategy and to fund internal growth. A
portion of USA Waste's future capital requirements may be provided through
future debt incurrences or issuances of equity securities. There can be no
assurance that USA Waste will be successful in obtaining additional capital
through such debt incurrences or issuances of additional equity securities.

In addition, approximately $488 million of USA Waste's existing
indebtedness at March 31, 1996 and approximately $52 million of Sanifill's
existing indebtedness at March 31, 1996 is priced at variable interest rates
that fluctuate as general interest rates change. As a result, an increase in
interest rates could adversely affect USA Waste's earnings in the future.

PROFITABILITY MAY BE AFFECTED BY COMPETITION

The waste management industry is highly competitive and requires
substantial capital resources. The industry consists of a few large national
waste management companies, as well as numerous local and regional companies of
varying sizes and financial resources. The two largest national waste
management companies have significantly greater financial resources than would
the combined company after the Merger. Competition may also be affected by the
increasing national emphasis on recycling, composting, incineration and other
waste reduction programs that could reduce the volume of solid waste collected
or deposited in landfills.

POTENTIAL ADVERSE EFFECT OF GOVERNMENT REGULATION

USA Waste's operations are, and the combined company's operations will
be, subject to, and substantially affected by, extensive federal, state and
local laws, regulations, orders and permits, which govern environmental
protection, health and safety, zoning and other matters. These regulations may
impose restrictions on operations that could adversely affect the combined
company's results, such as limitations on the expansion of disposal facilities,
limitations on or the banning of disposal of out-of-state waste or certain
categories of waste or mandates regarding the disposal of solid waste. Because
of heightened public concern, companies in the waste management business may
become subject to judicial and administrative proceedings involving federal,
state or local agencies. These governmental agencies may seek to (i) impose
fines on the combined company, (ii) revoke or deny renewal of operating permits
or licenses for violations of environmental laws or regulations or (iii)
require remediation of environmental problems at sites or nearby properties, or
resulting from transportation or predecessors' transportation and collection
operations, any of which could have a material adverse effect on the combined
company. Liability may also arise from actions brought by individuals or
community groups in connection with the permitting or licensing of operations,
any alleged violations of such permits and licenses or other matters.

POTENTIAL ENVIRONMENTAL LIABILITY

USA Waste is, and the combined company will be, subject to liability
for environmental damage that its landfills, transfer stations and collection
operations have caused or may cause nearby landowners, particularly as a result
of the contamination of drinking water sources or soil, including damage
resulting from conditions existing prior to the acquisition of such assets or
operations. Liability may also arise from any off-site environmental
contamination caused

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by pollutants or hazardous substances, the transportation, treatment or
disposal of which was arranged for by USA Waste, Sanifill or their predecessor
owners of operations or assets acquired by such companies. Any substantial
liability for environmental damage could materially adversely affect operating
results and financial condition.

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT MARKET PRICE OF STOCK

Sales of substantial amounts of USA Waste Common Stock in the public
market could adversely affect the market price of such stock. USA Waste
currently has a shelf registration statement for the benefit of certain
stockholders relating to 4 million shares of USA Waste Common Stock. In
connection with the Merger, USA Waste entered into an agreement with these
stockholders which provides that if the number of shares of USA Waste Common
Stock so registered and unsold falls below 2 million shares, such stockholders
shall be entitled at their request to have the Company register additional
shares of USA Waste Common Stock; provided that at no time shall more than 4
million shares of USA Waste Common Stock be registered. All of the initial 4
million shares of USA Waste Common Stock remain available to be sold pursuant
to such registration statement. Such shares are immediately saleable in the
open market. In addition, USA Waste has a shelf registration statement
covering approximately 2.5 million shares of USA Waste Common Stock that may be
used for acquisitions. In the event that the market price of USA Waste Common
Stock were adversely affected by such sales, USA Waste's access to equity
capital markets could be adversely affected, and issuances of stock by USA
Waste in connection with acquisitions, or otherwise, could dilute earnings per
share.

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THE MEETINGS

DATE, TIME AND PLACE OF THE MEETINGS

The USA Waste Special Meeting will be held at 2:00 p.m., Central time,
on August 27, 1996, at . The Sanifill Special
Meeting will be held at 11:00 a.m., Central time, on August 27, 1996, at
.

PURPOSE OF THE MEETINGS

The purpose of the USA Waste Special Meeting is to consider and act
upon proposals to (i) approve and adopt the Merger Agreement ("Proposal No. 1")
and (ii) amend the USA Waste Restated Certificate of Incorporation to increase
the number of authorized shares of USA Waste Common Stock ("Proposal No. 2").
The implementation of Proposal No. 1 is conditioned on the approval of
Proposal No. 2. USA Waste stockholder approval of the Merger is required in
accordance with the rules of the NYSE since the USA Waste Common Stock to be
issued in connection with the Merger will be in excess of 20% of the number of
shares of USA Waste Common Stock outstanding before such issuance.

The sole purpose of the Sanifill Special Meeting is to consider and
act upon a proposal to approve and adopt the Merger Agreement.

RECORD DATE AND OUTSTANDING SHARES

Only holders of record of USA Waste Common Stock and Sanifill Common
Stock at the close of business on the Record Date are entitled to notice of,
and to vote at, the USA Waste Special Meeting and the Sanifill Special Meeting,
respectively.

On the Record Date, there were holders of record of USA
Waste Common Stock with shares of USA Waste Common Stock issued
and outstanding. Each share of USA Waste Common Stock entitles the holder
thereof to one vote on each matter submitted for stockholder approval. See
"Principal Stockholders of USA Waste and Sanifill" for information regarding
persons known to management of USA Waste to be the beneficial owners of more
than 5% of the outstanding shares of USA Waste Common Stock.

On the Record Date, there were holders of record of Sanifill
Common Stock with shares of Sanifill Common Stock issued and
outstanding. Each share of Sanifill Common Stock entitles the holder thereof
to one vote on each matter submitted for stockholder approval. See "Principal
Stockholders of USA Waste and Sanifill" for information regarding persons known
to management of Sanifill to be the beneficial owners of more than 5% of the
outstanding shares of Sanifill Common Stock.

If a share is represented for any purpose at a Meeting, it is deemed
to be present for all other matters. Abstentions and shares held of record by
a broker or its nominee that are voted on any matter are included in
determining the number of votes present. Broker non-votes on any matter will
not be included in determining whether a quorum is present. In all cases,
shares with respect to which authority to vote is withheld, abstentions and
broker non-votes will not be included in determining the number of votes cast.

VOTING AND REVOCATION OF PROXIES

All properly executed proxies that are not revoked will be voted at
the USA Waste Special Meeting or the Sanifill Special Meeting, as applicable,
in accordance with the instructions contained therein. If a holder of USA
Waste Common Stock executes and returns a proxy and does not specify otherwise,
the shares represented by such proxy will be voted FOR (i) approval and
adoption of the Merger Agreement and (ii) approval of the amendment to the USA
Waste

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Restated Certificate of Incorporation to increase the number of authorized
shares of USA Waste Common Stock. If a holder of Sanifill Common Stock
executes and returns a proxy and does not specify otherwise, the shares
represented by such proxy will be voted FOR approval and adoption of the Merger
Agreement. A stockholder of USA Waste or Sanifill who has executed and
returned a proxy may revoke it at any time before it is voted at the respective
meeting by (a) executing and returning a proxy bearing a later date, (b) filing
a written notice of such revocation with the Secretary of USA Waste or
Sanifill, as appropriate, stating that the proxy is revoked or (c) attending
the meeting and voting in person.

VOTE REQUIRED FOR APPROVAL

USA Waste. Insofar as adoption of the Merger Agreement and the
amendment of the USA Waste Restated Certificate of Incorporation are concerned,
USA Waste's Bylaws provide that the presence at the USA Waste Special Meeting,
in person or by proxy, of holders of a majority of the outstanding shares of
USA Waste Common Stock entitled to vote at the meeting will constitute a quorum
for the transaction of business. Under the rules of the NYSE, approval of the
Merger requires the affirmative vote of the holders of a majority of the shares
of USA Waste Common Stock voted, in person or by proxy, at the USA Waste
Special Meeting provided that the total vote cast on the proposal represents
over 50% in interest of all shares entitled to vote on the proposal. For
purposes of the Merger proposal, abstentions and broker non-votes will not
count as shares voted. At the close of business on the Record Date, there were
approximately million shares of USA Waste Common Stock outstanding and
entitled to vote at the USA Waste Special Meeting. On the Record Date, the
directors and officers of USA Waste and their affiliates held approximately
million shares of USA Waste Common Stock, representing approximately %
of the outstanding shares. Such persons have indicated to USA Waste that they
intend to vote their shares in favor of approval and adoption of the Merger
Agreement. See "Principal Stockholders of USA Waste and Sanifill." For
information relating to certain voting agreements entered into in connection
with the Merger Agreement, see "The Plan of Merger and Terms of the Merger --
Voting Agreements."

Approval of the amendment to USA Waste's Restated Certificate of
Incorporation requires the affirmative vote of the holders of a majority of the
outstanding shares of USA Waste Common Stock entitled to vote on such proposal.
Abstentions from the proposal to amend USA Waste's Restated Certificate of
Incorporation as well as broker non-votes and the failure of USA Waste
stockholders to sign and return their proxy will each have the same effect as
voting against such proposal.

Sanifill. Insofar as adoption of the Merger Agreement is concerned,
Sanifill's Bylaws provide that the presence at the Sanifill Special Meeting, in
person or by proxy, of holders of a majority of the issued and outstanding
shares of Sanifill Common Stock entitled to vote at the meeting will constitute
a quorum for the transaction of business. At the close of business on the
Record Date, there were approximately million shares of Sanifill Common
Stock outstanding and entitled to vote at the Sanifill Special Meeting.
Pursuant to Delaware law and the provisions of the Certificate of Incorporation
of Sanifill, approval and adoption of the Merger Agreement requires the
affirmative vote of the holders of a majority of the shares of Sanifill Common
Stock outstanding on the Record Date, or approximately million shares.
On the Record Date, the directors and officers of Sanifill and their affiliates
held approximately million shares of Sanifill Common Stock,
representing approximately % of the outstanding voting power. Such
persons have indicated to Sanifill that they intend to vote their shares in
favor of approval and adoption of the Merger Agreement. See "Principal
Stockholders of USA Waste and Sanifill." For information relating to certain
voting agreements entered into in connection with the Merger Agreement, see
"The Plan of Merger and Terms of the Merger -- Voting Agreements."

SOLICITATION OF PROXIES

In addition to solicitation by mail, the directors, officers and
employees of each of USA Waste and Sanifill may solicit proxies from their
respective stockholders by personal interview, telephone, telegram, facsimile
or otherwise.

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USA Waste and Sanifill will each bear the costs of the solicitation of proxies
from their respective stockholders, except that USA Waste and Sanifill will
share equally the cost of printing this Joint Proxy Statement and Prospectus.
USA Waste has engaged Corporate Investor Communications, Inc., a proxy
solicitation firm, to assist in the solicitation of proxies of USA Waste
stockholders. USA Waste will pay the fees in connection with the solicitation
by such firm which are anticipated to be $5,000 plus such firm's out-of-pocket
expenses. Sanifill has engaged Morrow & Co., a proxy solicitation firm, to
assist in the solicitation of proxies from Sanifill stockholders. Sanifill
will pay the fees in connection with the solicitation by such firm which are
anticipated to be $5,000 (plus additional charges if such firm is requested to
contact non-objecting beneficial owners), plus such firm's out-of-pocket
expenses. Arrangements will be made with brokerage firms and other custodians,
nominees and fiduciaries who hold the voting securities of record for the
forwarding of solicitation materials to the beneficial owners thereof. USA
Waste and Sanifill will reimburse brokers, custodians, nominees and fiduciaries
for the reasonable out-of-pocket expenses incurred by them in connection
therewith.

THE MERGER AND RELATED TRANSACTIONS

The detailed terms and conditions relating to the consummation of the
Merger are contained in the Merger Agreement, which is attached hereto as Annex
A and incorporated herein by reference. The following discussion sets forth a
description of certain material terms and conditions of the Merger Agreement.
The description in this Joint Proxy Statement and Prospectus of the terms and
conditions relating to the consummation of the Merger is qualified in its
entirety by reference to the Merger Agreement.

GENERAL DESCRIPTION OF THE MERGER

The Merger Agreement provides that, at the Effective Time, Acquisition
will merge with and into Sanifill, whereupon Sanifill will become a wholly
owned subsidiary of USA Waste and each outstanding share of Sanifill Common
Stock (other than shares of Sanifill Common Stock held by USA Waste) will be
converted into 1.70 shares of USA Waste Common Stock.

Based upon the number of shares of USA Waste Common Stock and Sanifill
Common Stock outstanding as of the Record Date, approximately million
shares of USA Waste Common Stock will be outstanding immediately following the
Effective Time, of which approximately million shares, representing
% of the total, will be held by former holders of Sanifill Common Stock.

BACKGROUND OF THE MERGER

In June 1994, Mr. John E. Drury, USA Waste's Chief Executive Officer,
met with Mr. Lorne D. Bain, Chairman of the Board and Chief Executive Officer
of Sanifill, in Houston, Texas to discuss the possibility of a strategic
alliance between USA Waste and Sanifill as part of USA Waste's strategy of
expanding its waste management services through selective acquisitions of waste
management operations that complemented existing operations or otherwise
contributed to USA Waste's participation in the consolidation trend within the
solid waste management industry. No economic terms of any potential
combination were discussed at this meeting. In August 1994, Mr. Drury once
again met with Mr. Bain to resume a general discussion concerning a possible
merger of USA Waste and Sanifill. Shortly after this meeting, discussions
between USA Waste and Sanifill were discontinued.

In January 1996, Mr. Rodney R. Proto, Sanifill's Chief Operating
Officer, was Mr. Drury's guest at a social engagement at which Mr. Drury
suggested that the parties again discuss the potential for a combination of USA
Waste and Sanifill. On April 8, 1996, at Mr. Drury's request, Messrs. Drury
and Bain met in Houston, Texas. At this meeting, Mr. Drury expressed USA
Waste's continuing interest in the possibility of combining USA Waste and
Sanifill. Messrs. Drury and Bain discussed, among other things, recent
developments in the waste management industry, including USA Waste's
acquisition of Chambers Development Company, Inc. ("Chambers"), completed in
June 1995, and USA

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Waste's then-pending acquisition of Western Waste Industries ("Western"), the
management teams of the two companies and possible synergies that might result
from a combination of USA Waste and Sanifill. Following this meeting, Mr.
Drury sent to Mr. Bain certain information concerning USA Waste's completed
acquisition of Chambers and then-pending acquisition of Western.

On April 30, 1996, Messrs. Drury, Proto and Bain met in Houston, Texas
to discuss the operations of USA Waste and Sanifill and potential synergies
which could result from a combination of the companies' operations.

On June 3, 1996, Messrs. Drury, Donald F. Moorehead, Vice Chairman and
Chief Development Officer of USA Waste, Bain and Proto met in Houston, Texas to
continue the discussion of potential synergies that could result from a
combination of the two companies' operations and to discuss potential terms for
a combination of USA Waste and Sanifill. On June 7, 1996, these same
individuals, as well as Mr. Earl E. DeFrates, USA Waste's Executive Vice
President and Chief Financial Officer, met in Houston, Texas to continue their
discussions and to consider more specifically the synergies of combining the
companies' operations. The next morning, the same parties met to discuss
potential exchange ratios for a stock-for-stock transaction.

During a telephone conversation on Monday, June 10, 1996, Messrs.
Drury and Bain decided that an exchange ratio of 1.70 shares of USA Waste
Common Stock for each share of Sanifill Common Stock would be an appropriate
exchange ratio to present to their respective Boards of Directors if an
agreement could be reached on other terms of a transaction and if the results
of the parties' due diligence investigations were satisfactory.

Beginning on June 13, 1996, Mr. Bain, Mr. Proto, or both of them
conducted a series of individual meetings, conference calls and individual
calls with members of the Sanifill Board of Directors and Sanifill senior
management. The potential terms of the transaction, the status of negotiations
and related matters were discussed in these meetings and calls.

On June 13, 1996, USA Waste and DLJ executed an engagement letter
whereby DLJ agreed to act as USA Waste's financial advisor with respect to the
potential merger. On the following day, Sanifill engaged Merrill Lynch to act
as its financial advisor in connection with the potential merger. Mr. J. Chris
Brewster, Vice President and Chief Financial Officer of Sanifill, and Merrill
Lynch then began their review of the financial conditions, results of
operations and prospects of USA Waste and the combined companies.

On June 15, 1996, Messrs. Gregory T. Sangalis and H. Steven Walton,
Vice President, General Counsel and Secretary of USA Waste and Sanifill,
respectively, together with outside counsel for each company, met to negotiate
the terms of the proposed merger agreement and to discuss the timing of due
diligence reviews of both companies.

On June 17, 1996, Sanifill disseminated to each member of its Board of
Directors information about USA Waste, the potential transaction and the
operations of both companies, and a draft of the proposed merger agreement as
it stood on that date.

Also on June 17, 1996, USA Waste and Sanifill executed confidentiality
agreements with respect to the exchange of financial and operational
information for purposes of evaluating a potential merger transaction. On that
same date, members of the USA Waste Board of Directors participated in a
conference call at which time Mr. Drury informed such members of the potential
terms of the transaction with Sanifill and the status of the negotiations with
Sanifill and discussed with such members informational materials relating to
Sanifill which had been previously distributed to them. Throughout the week,
Messrs. Drury, Moorehead, DeFrates, or all of them, conducted a series of
individual meetings and telephone calls with members of USA Waste's Board of
Directors to continue discussions of the potential terms of the transaction and
the status of the negotiations.

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During the period from June 17, 1996 to June 22, 1996, the management
teams from both companies and their respective financial advisors and outside
legal counsel conducted due diligence investigations and further negotiated the
terms of the potential merger agreement.

At an evening meeting on June 20, 1996, the Board of Directors of
Sanifill began its consideration of the proposed Merger. At such meeting,
members of the senior management of USA Waste made a presentation to the Board
of Directors of Sanifill, including such management's view of the benefits of
combining the two companies and the business plan and strategy for the combined
companies. At this meeting, Sanifill's Board was provided with the Merger
Agreement in substantially complete form, the forms of the proposed voting
agreements and irrevocable proxies to be executed by certain stockholders of
Sanifill and USA Waste (see "The Plan of Merger and Terms of the Merger --
Voting Agreements"), and additional information regarding the proposed
transaction.

On June 21, 1996, the respective Boards of Directors of USA Waste and
Sanifill met separately to consider the proposed Merger. At the meeting of
Sanifill's Board of Directors, Sanifill's management presented a draft form of
the Merger Agreement and related documents to the Sanifill Board. The terms of
the Merger were reviewed in detail, and management provided the Sanifill Board
with its assessment of the transaction from operating, financial and regulatory
standpoints, as well as the results of its due diligence investigation of USA
Waste. Representatives of Merrill Lynch presented certain financial and
operating data relating to USA Waste and other publicly held solid waste
management companies and its financial analysis of the proposed Merger.
Merrill Lynch then delivered its written opinion dated June 21, 1996 that, as
of such date, the Exchange Ratio was fair to the stockholders of Sanifill from
a financial point of view. After discussion by the Sanifill Board of
Directors, the Board approved the Merger Agreement and related transactions and
voted to recommend approval of the Merger Agreement to Sanifill's stockholders
subject to satisfactory resolution of certain remaining issues.

At the June 21, 1996, USA Waste Board of Directors meeting, USA
Waste's management presented a draft form of the Merger Agreement and related
documents to the USA Waste Board. The Board reviewed the terms of the Merger
and the results of the due diligence investigation of Sanifill conducted by USA
Waste's management team, counsel and independent auditors. Representatives of
DLJ then reviewed with the USA Waste Board of Directors certain financial and
operating data relating to Sanifill and other publicly held solid waste
companies, as well as certain pro forma financial information reflecting the
Merger. After making this presentation and responding to questions, the DLJ
representatives delivered a written opinion, as of such date, to the effect
that the Exchange Ratio was fair, from a financial point of view, to USA Waste.
Following such review and discussion, the USA Waste Board of Directors approved
the Merger Agreement and related transactions and voted to recommend approval
of the Merger Agreement to USA Waste's stockholders subject to satisfactory
resolution of certain remaining issues.

On June 22, 1996, the parties continued the negotiation of open
matters relating to the Merger, and signed the definitive Merger Agreement
later that day. On the next business day, June 24, 1996, the parties jointly
announced the Merger.

USA WASTE'S REASONS FOR THE MERGER

In evaluating the Merger, management and the Board of Directors of USA
Waste considered a variety of factors in the context of USA Waste's strategic
objectives. A key element of USA Waste's strategy is to expand solid waste
management services through the acquisition of additional solid waste
collection, transfer and recycling operations and landfills, with the objective
of becoming a national integrated solid waste management company with a broad
geographic base of operations. USA Waste anticipates that added service
requirements, increased regulation and heightened public concern over the
environment, all of which have contributed to dramatically higher costs
associated with providing waste management services generally, will cause
continued industry consolidation as well as increased privatization of
municipal services, affording attractive future opportunities for growth. In
evaluating the Merger, USA Waste's Board of Directors considered the
desirability of potential savings from the synergies between USA Waste and

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Sanifill and the integration of the companies' operations, including
administrative cost savings through elimination of duplicative administrative
positions, the rationalization of collection routes and reductions in insurance
and bonding costs. USA Waste's Board of Directors also considered the
significant permitted landfill airspace of Sanifill, the additional markets
served by Sanifill and the management and employee resources of Sanifill. USA
Waste's Board concluded that by combining operations of USA Waste and Sanifill,
USA Waste would further its strategic objectives and that the combined entity
could participate more effectively in the ongoing consolidation of the solid
waste services industry. In addition, the USA Waste Board of Directors and
management concluded that (i) a larger asset and revenue base resulting from
the Merger would provide USA Waste better access to capital to pursue its
strategic objectives and achieve economies of scale associated with a larger
base of operations, (ii) certain of the members of Sanifill's management would
complement USA Waste's existing management team in managing the growth of USA
Waste in a consolidating industry and (iii) assuming the achievement of certain
operating synergies, the Merger would result in accretion to USA Waste's
earnings.

At the June 21, 1996 meeting, the USA Waste Board of Directors
received a written opinion from DLJ that the Exchange Ratio was fair as of such
date, from a financial point of view, to USA Waste. See "-- Opinion of
Financial Advisor to USA Waste."

RECOMMENDATION OF THE BOARD OF DIRECTORS OF USA WASTE

For the reasons set forth under "-- USA Waste's Reasons for the
Merger," the Board of Directors of USA Waste believes that the terms of the
Merger Agreement and the Merger are fair to, and in the best interests of, USA
Waste and the holders of USA Waste Common Stock. The Board of Directors has
approved the Merger Agreement and the Merger and recommends that the holders of
USA Waste Common Stock vote FOR adoption and approval of the Merger Agreement
and the Merger. In considering the recommendation of the USA Waste Board of
Directors with respect to the Merger, USA Waste stockholders should be aware
that certain members of the Board of Directors and management of USA Waste have
direct and indirect interests in the consummation of the Merger apart from
their interests as stockholders of USA Waste. See "-- Conflicts of Interest."

SANIFILL'S REASONS FOR THE MERGER

In evaluating the transaction with USA Waste, the Sanifill Board of
Directors determined that the Merger would result in a strong combined company
that largely would reflect Sanifill's strategy of being a disposal-based
company with activities centered around nonhazardous waste disposal. The Board
considered the potential for significant synergies from the combination of the
two companies at the operating level and at the management and staff levels.
The managements of the two companies identified potential cost savings and
increased opportunities and efficiencies that may be made available by the
complementary assets and operations of both entities. In particular, the Board
considered that the asset placement and areas of operations of the two
companies have the potential to enhance regional or large area service
capability and allow for significant financial and operating efficiencies.

The Board also considered the Merger's potential for utilizing each
company's respective skills to increase efficiency and margins in the combined
company and in particular noted that USA Waste has relative strengths in
collection and logistics and Sanifill has relative strengths in disposal,
engineering and cost containment for regulatory compliance. The Board also
placed weight on the favorable personnel mix of the combined company. In
particular, the Board considered that the combined company's management would
enjoy a combination of skills and capabilities that are needed in a growth
company in a consolidating industry and that such combination would increase
the breadth and depth of each company's management team.

Sanifill's long-term objective has been to achieve for its
stockholders consistent growth over time through acquisitions and internal
development. The waste industry has been consolidating over time as the owners
of many privately-held companies have elected to sell their businesses and
governmental entities have privatized waste collection

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and disposal. This consolidation was accelerated by recent environmental
regulations that have increased the technical complexity and capital and
operating costs associated with disposal activities in the United States. The
Board believes that the Merger will provide Sanifill stockholders with an
interest in a combined company that will be one of the strongest competitors in
this environment.

In reaching its conclusion to recommend approval of the Merger
Agreement and the Merger to Sanifill's stockholders, the Sanifill Board of
Directors also considered a number of other factors, including, without
limitation, the following:

1. The consideration to be received by Sanifill's
stockholders in the Merger.

2. The presentation of Merrill Lynch delivered to the
Sanifill Board of Directors on June 21, 1996, including Merrill
Lynch's written opinion that, as of such date, the Exchange Ratio was
fair to Sanifill's stockholders from a financial point of view. See
"-- Opinion of Financial Advisor to Sanifill."

3. The terms and conditions of the Merger Agreement,
including the amount and the form of the consideration, the parties'
representations, warranties, covenants and agreements, and the
conditions to their respective obligations set forth in the Merger
Agreement.

4. The terms of the Merger Agreement that permit the
Sanifill Board of Directors, in the exercise of its fiduciary duties
and subject to certain conditions, (i) to respond to written
indications of interest and proposals regarding potential alternative
business combination transactions, and to provide information to, and
negotiate with, third parties making such indications or proposals
(although Sanifill is not permitted by the Merger Agreement to
actively solicit third-party bids) and (ii) to terminate the Merger
Agreement in order to accept or recommend an alternative transaction
if the Board determines it to be more favorable to stockholders than
the Merger. In this regard, the Sanifill Board of Directors noted
that the Merger Agreement provides that if Sanifill terminates the
Merger Agreement in favor of an alternative transaction, Sanifill
would be obligated to pay USA Waste $39 million. The Sanifill Board
of Directors did not view the fee provisions of the Merger Agreement
as unreasonably impeding any interested third party from proposing a
superior transaction.

5. The presentation by members of management of USA
Waste, including such management's view of the benefits of combining
the two companies and its business plans and strategy for the combined
company.

6. The proposed inclusion on the USA Waste Board of
Directors after the Merger of representatives familiar with Sanifill's
businesses and operations.

7. The structure of the Merger, which is intended to
permit the Sanifill stockholders to exchange their Sanifill Common
Stock on a tax-free basis and to permit the Merger to be accounted for
as a pooling of interests.

8. The matters related to officers and directors of
Sanifill described under "-- Conflicts of Interest."

9. Certain factors relating to the combined company,
including the fact that USA Waste is still in the process of
integrating Western into its operations; the potential for disruptions
from the relocation of USA Waste's headquarters to Houston; the
ability of the combined company to maintain the recent growth levels
and earnings multiples achieved by each of the two companies; and the
effect of potential future revisions of federal and state regulations
on the combined company.

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In view of the wide variety of factors considered in connection with
their evaluation of the terms of the Merger, the Sanifill Board of Directors
did not find it practicable to, and did not, quantify or otherwise attempt to
assign relative weights to the specific factors considered in reaching its
determination.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF SANIFILL

For the reasons set forth under "-- Sanifill's Reasons for the
Merger," the Board of Directors of Sanifill believes that the Merger Agreement
is fair to, and in the best interests of, Sanifill and the holders of Sanifill
Common Stock. The Board of Directors has approved the Merger Agreement and the
Merger and recommends that the holders of Sanifill Common Stock vote FOR
adoption and approval of the Merger Agreement and the Merger. In considering
the recommendation of the Sanifill Board of Directors with respect to the
Merger, Sanifill stockholders should be aware that certain officers and
directors of Sanifill have direct and indirect interests in the consummation of
the Merger apart from their interests as stockholders of Sanifill. See "--
Conflicts of Interest."

OPINION OF FINANCIAL ADVISOR TO USA WASTE

The definitions of terms provided in this section "-- Opinion of
Financial Advisor to USA Waste" shall apply only to this section and shall not
apply to the use of such capitalized terms in any other section of this Joint
Proxy Statement and Prospectus.

In its role as financial advisor to USA Waste, DLJ was asked by USA
Waste to render an opinion (the "DLJ Opinion") to the Board of Directors of USA
Waste (the "USA Waste Board") as to the fairness to USA Waste, from a financial
point of view, of the Exchange Ratio. On June 21, 1996, DLJ delivered a
written opinion to the USA Waste Board that the Exchange Ratio was fair to USA
Waste from a financial point of view.

A COPY OF THE DLJ OPINION IS ATTACHED HERETO AS ANNEX B. USA WASTE
STOCKHOLDERS ARE URGED TO READ THE DLJ OPINION IN ITS ENTIRETY FOR ASSUMPTIONS
MADE, PROCEDURES FOLLOWED, OTHER MATTERS CONSIDERED AND LIMITS OF THE REVIEW BY
DLJ.

The DLJ Opinion was prepared for the USA Waste Board of Directors and
is directed only to the fairness of the Exchange Ratio to USA Waste from a
financial point of view and does not constitute a recommendation to any USA
Waste stockholder as to how such stockholder should vote at the USA Waste
Special Meeting.

As more fully described under "The Merger and Related Transactions --
Background of the Merger," the USA Waste Board of Directors selected DLJ as its
financial advisor because it is a nationally recognized investment banking firm
that has substantial experience in the solid waste industry and is familiar
with USA Waste and its businesses. DLJ was not retained as an advisor or agent
to the stockholders of USA Waste or any other person. As part of its
investment banking business, DLJ is regularly engaged in the valuation of
businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements and valuations for estate, corporate and other purposes.

The DLJ Opinion does not constitute an opinion as to the price at
which the USA Waste Common Stock will actually trade at any time. DLJ did not,
and was not requested by the USA Waste Board to, make any recommendation as to
the form or amount of consideration to be paid to holders of Sanifill Common
Stock in the Merger, which issues were resolved in arm's-length negotiations
between USA Waste and Sanifill, in which negotiations DLJ advised USA Waste.
No restrictions or limitations were imposed by USA Waste upon DLJ with respect
to the investigations made or the procedures followed by DLJ in rendering its
opinion. USA Waste did not authorize DLJ to solicit, and DLJ did not solicit,
any third party indications of interest in a purchase of, or business
combination with, USA Waste or Sanifill.

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In arriving at its opinion, DLJ reviewed a draft of the Merger
Agreement (which did not substantively differ from the executed Merger
Agreement). DLJ also reviewed financial and other information that was
publicly available or furnished to it by USA Waste and Sanifill including
information provided during discussions with their respective managements,
which consisted of certain financial projections of USA Waste prepared by the
management of USA Waste, certain financial projections of Sanifill prepared by
the management of Sanifill and certain financial information of USA Waste and
Sanifill on a combined basis prepared by the management of USA Waste. In
addition, DLJ compared certain financial and securities data of USA Waste and
Sanifill with various other companies whose securities are traded in public
markets, reviewed the historical stock prices and trading volumes of USA Waste
Common Stock and Sanifill Common Stock, reviewed prices and premiums paid in
certain other selected business combinations and conducted such other financial
studies, analyses and investigations as DLJ deemed appropriate for purposes of
rendering its opinion.

In rendering its opinion, DLJ relied upon and assumed the accuracy,
completeness and fairness of all of the financial and other information that
was available to it from public sources, that was provided to it by USA Waste
and Sanifill or their respective representatives, or that was otherwise
reviewed by it. DLJ relied upon the estimates of the managements of USA Waste
and Sanifill of the operating synergies achievable as a result of the Merger
and its discussion of such synergies with the respective managements of USA
Waste and Sanifill. DLJ did not make any independent evaluation of the assets
or liabilities of USA Waste or Sanifill, nor did DLJ independently verify the
information reviewed by it. DLJ also assumed that the financial projections
supplied to it were reasonably prepared on bases reflecting the best currently
available estimates and judgments of the respective managements of USA Waste
and Sanifill as to the future operating and financial performance of USA Waste
and Sanifill, respectively. DLJ did not perform any procedures or analysis
regarding potential environmental liabilities of either USA Waste or Sanifill,
nor did it consider the impact of changes in the regulatory environment in
which USA Waste and Sanifill operate.

The DLJ Opinion was necessarily based on economic, market, financial
and other conditions as they existed on, and on the information made available
to it as of, the date of its opinion. It should be understood that, although
subsequent developments may affect its opinion, DLJ does not have any
obligation to update, revise or reaffirm the DLJ Opinion.

The following is a summary of the presentation made by DLJ to the USA
Waste Board in connection with the DLJ Opinion.

Pro Forma Merger Analysis. DLJ analyzed certain pro forma effects
resulting from the Merger. DLJ reviewed the operating synergies contemplated
to result from the Merger in 1997 by combining the operations of Sanifill and
USA Waste as projected by the managements of Sanifill and USA Waste. DLJ
analyzed the pro forma effect of such operating synergies on net income and
earnings per share (both with a tax rate of 40% and assuming application of USA
Waste's net operating loss ("NOL") to the combined companies pretax income) for
USA Waste. The analysis indicated that the pro forma earnings per share
("EPS") of USA Waste on a fully taxed basis, assuming the annual operating
synergies contemplated to result from the Merger, would be higher in the fiscal
year ending 1997 than comparable projections for USA Waste as a stand-alone
company during the same period. The analysis also indicated that the pro forma
EPS of USA Waste on a reported basis (assuming application of the USA Waste
NOL), assuming the annual operating synergies contemplated to result from the
Merger, would be higher in the fiscal year ending 1997 than comparable
projections for USA Waste as a stand-alone company during the same period.

Contribution Analysis. DLJ analyzed USA Waste's and Sanifill's
relative contribution to the combined companies with respect to total revenues;
earnings before interest, taxes, depreciation and amortization ("EBITDA");
earnings before interest and taxes ("EBIT"); and total assets and total debt.
Its analysis was made for the year ended December 31, 1996 based on actual
results for the first fiscal quarter of 1996 and the projected results (based
on USA Waste and Sanifill management projections) for the final three fiscal
quarters of 1996. As a result of the Merger, USA Waste stockholders will own
approximately 68% of the common stock of the combined companies. This compares
with USA Waste's contribution to the combined companies' pro forma results for
the period ended December 31, 1996 (prior

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to taking into account any operating synergies which may result from the
Merger) of approximately 69% of revenues, 66% of EBITDA, 68% of EBIT, 56% of
total assets, and 57% of total debt.

Analysis of Certain Other Publicly Traded Companies. To provide
contextual data and comparative market information, DLJ compared selected
historical share price, earnings and operating and financial ratios for
Sanifill to the corresponding data and ratios of USA Waste and certain other
companies whose securities are publicly traded (collectively, the "Public
Companies"). The Public Companies were chosen because they possess general
business, operating and financial characteristics representative of companies
in the industry in which USA Waste and Sanifill operate. The Public Companies
consisted of: Allied Waste Industries, Inc., Browning-Ferris Industries, Inc.,
Continental Waste Industries, Inc., Laidlaw, Inc., United Waste Systems, Inc.,
USA Waste and WMX Technologies, Inc. DLJ determined that United Waste Systems,
Inc. and USA Waste (collectively, the "Comparable Companies") were the most
representative of the Public Companies because in DLJ's view these companies
possessed general business, operating and financial characteristics most
similar to Sanifill. Such data and ratios included Enterprise Value
("Enterprise Value" is defined as the product of the stock price and total
shares outstanding plus Net Debt ("Net Debt" is defined as total debt plus
preferred stock less cash and cash equivalents, which for Sanifill was assumed
to be $355.3 million, the amount outstanding at May 31, 1996)) as a multiple of
revenues, EBITDA and EBIT for the latest reported twelve months ("LTM"), growth
rates of each of such items for the three most recent fiscal years and
operating margins for the three most recent fiscal years. The average multiple
of Enterprise Value to LTM revenues ("LTM revenue multiple") for the Comparable
Companies was 4.9. The average LTM revenue multiple was then multiplied by
Sanifill's LTM revenues, for the period ending March 31, 1996, to arrive at an
implied total Enterprise Value for Sanifill of $1,389.1 million. The implied
Enterprise Value for Sanifill was then adjusted for Net Debt to yield an
implied equity value, which was then divided by Sanifill's common shares
outstanding on a fully diluted basis of 25.9 million shares as of May 31, 1996
to arrive at an implied price of $39.92 per fully diluted share. The average
multiple of Enterprise Value to LTM EBITDA ("LTM EBITDA multiple") for the
Comparable Companies was 15.2. The average LTM EBITDA multiple was then
multiplied by Sanifill's LTM EBITDA, for the period ending March 31, 1996, to
arrive at an implied total Enterprise Value for Sanifill of $1,569.0 million.
The implied Enterprise Value for Sanifill was then adjusted for Net Debt to
yield an implied equity value, which was then divided by Sanifill's common
shares outstanding on a fully diluted basis as of May 31, 1996 to arrive at an
implied price of $46.86 per fully diluted share. The average multiple of
Enterprise Value to LTM EBIT ("LTM EBIT multiple") for the Comparable Companies
was 23.8. The average LTM EBIT multiple was then multiplied by Sanifill's LTM
EBIT, for the period ending March 31 1996, to arrive at an implied total
Enterprise Value for Sanifill of $1,498.9 million. The implied Enterprise
Value for Sanifill was then adjusted for Net Debt to yield an implied equity
value, which was then divided by Sanifill common shares outstanding on a fully
diluted basis as of May 31, 1996 to arrive at an implied price of $44.15 per
fully diluted share.

In addition, DLJ examined the ratios of current stock prices (based on
a reported closing price on June 19, 1996 for United Waste Systems, Inc. and a
reported closing price on June 14, 1996 for USA Waste) to estimated fiscal year
1996 and 1997 EPS (as estimated by First Call Real Time Earnings Estimates);
and current stock prices to book value for the Comparable Companies and
compared such ratios with those of Sanifill. The average multiple of current
stock price to estimated fiscal year 1996 EPS for the Comparable Companies was
27.2. The average multiple of estimated fiscal year 1996 EPS was then
multiplied by Sanifill's estimated fiscal 1996 net income to arrive at an
implied total Equity Value, which was then divided by Sanifill's common shares
outstanding on a fully diluted basis as of May 31, 1996 to arrive at an implied
price of $47.79 per fully diluted share. The average multiple of current stock
price to estimated fiscal year 1997 EPS for the Comparable Companies was 21.8.
The average multiple of estimated fiscal year 1997 EPS was then multiplied by
Sanifill's estimated fiscal 1997 net income to arrive at an implied total
Equity Value, which was then divided by Sanifill's common shares outstanding on
a fully diluted basis as of May 31, 1996 to arrive at an implied price of
$50.56 per fully diluted share. The average multiple of stock price to latest
available book value for the Comparable Companies was 4.5. The average
multiple of latest available book value was then multiplied by Sanifill's book
value as of March 31, 1996, which was adjusted to reflect the impact of the
conversion of Sanifill's $60.0 million 7.50% Convertible Subordinated
Debentures, to arrive at an implied total Equity Value, which was then divided

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by Sanifill's common shares outstanding on a fully diluted basis as of May 31,
1996 to arrive at an implied price of $73.37 per fully diluted share.

Transaction Analysis. DLJ reviewed publicly available information for
six selected transactions involving the combination of selected solid waste
management companies. The six transactions reviewed (the "Comparative
Transactions") were: (i) Republic Industries, Inc./Addington Resources, Inc.;
(ii) Republic Industries, Inc./Continental Waste Industries, Inc.; (iii) USA
Waste/Western Waste Industries; (iv) USA Waste/Chambers Development Company,
Inc.; (v) Browning-Ferris Industries, Inc./Attwoods Group PLC; and (vi) USA
Waste/Envirofil Inc. The six transactions selected are not intended to
represent the complete list of solid waste management transactions which have
occurred during the last three years; rather they include only transactions
involving combinations of companies with operating characteristics, size or
financial performance characteristics which DLJ believed to be comparable to
those of Sanifill and USA Waste. DLJ reviewed the consideration paid in such
transactions in terms of the Equity Purchase Price (as hereinafter defined)
plus total debt less cash and cash equivalents ("Adjusted Purchase Price") as a
multiple of LTM revenues, LTM EBITDA and LTM EBIT. The ratio of Adjusted
Purchase Price to revenues, computed for the Comparative Transactions, had an
average of 3.1. The ratio of Adjusted Purchase Price to EBITDA, computed for
the Comparative Transactions, had an average of 12.6. The ratio of Adjusted
Purchase Price to EBIT, computed for the Comparative Transactions, had an
average of 20.0. DLJ also reviewed the consideration paid in each of the
Comparative Transactions in terms of the offer price per share multiplied by
total common shares outstanding (the "Equity Purchase Price") as a multiple of
the book value. The ratio of Equity Purchase Price to book value, computed for
the Comparative Transactions, had an average of 3.6. DLJ determined that the
analysis of the Comparative Transactions purchase price multiples described
above was of limited relevance. In its presentation to the USA Waste Board of
Directors, DLJ noted that this analysis was of limited relevance in its view
because such analysis was based on publicly available historical information,
whereas prices paid in transactions in the solid waste industry are generally
based on future financial expectations, for which data is unavailable.

Stock Trading History. To provide contextual data and comparative
market data, DLJ examined the history of the trading prices and their relative
relationships for both USA Waste Common Stock and Sanifill Common Stock for the
latest 12 month period ended June 19, 1996. DLJ also reviewed the daily
closing prices of USA Waste Common Stock and Sanifill Common Stock and compared
the Sanifill closing stock prices with an index of selected waste companies.
The index of selected companies included Allied Waste Industries, Inc.,
Browning-Ferris Industries, Inc., Laidlaw, Inc., Sanifill, United Waste
Systems, Inc., USA Waste and WMX Technologies, Inc. This information was
presented solely to provide the Board of Directors of USA Waste with background
information regarding the stock prices of Sanifill and USA Waste over the
period indicated. DLJ noted the high and low prices for USA Waste over the
twelve-month period ended June 19, 1996 was $32.63 and $14.63, respectively,
and the high and low prices for Sanifill over the twelve-month period ended
June 19, 1996 was $46.88 and $29.13, respectively.

Discounted Cash Flow Analysis. DLJ also performed a discounted cash
flow analysis to evaluate the Exchange Ratio. In conducting its analysis, DLJ
relied on certain assumptions, financial projections and other information
provided by Sanifill and USA Waste management. Using the information set forth
in the Sanifill and USA Waste projections, DLJ performed stand-alone discounted
cash flow analyses for USA Waste and Sanifill. DLJ calculated the estimated
"Free Cash Flow" for each company stand-alone based on projected unleveraged
operating income adjusted for: (i) taxes; (ii) certain projected non-cash items
(i.e., depreciation and amortization); (iii) projected changes in non-cash
working capital; and (iv) projected capital expenditures. DLJ analyzed the
Sanifill and USA Waste stand-alone projections and discounted the stream of
free cash flows from fiscal 1997 to fiscal 2001, provided in such projections,
back to June 30, 1996 using discount rates ranging from 11% to 12%. To
estimate the residual values of Sanifill and USA Waste stand-alone at the end
of the forecast period, DLJ applied terminal multiples of 8.0 to 12.0 to the
projected fiscal 2001 EBITDA and discounted such value estimates back to June
30, 1996 using discount rates ranging from 11% to 12%. DLJ then aggregated the
present values of the free cash flows and the present values of the residual
values to derive a range of implied enterprise values for Sanifill and USA
Waste stand-alone. The range of implied enterprise values of Sanifill and USA
Waste stand-alone were then adjusted for their respective Net Debt to yield
implied equity

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values of Sanifill and USA Waste stand-alone. The range of equity values were
then divided by the respective stand-alone fully diluted shares to determine a
range of equity values per share for each company stand-alone. The range of
implied equity values per share for Sanifill, based on the range of discount
rates of 11.0% to 12.0% and the range of terminal multiples of 8.0 to 12.0, was
$45.37 to $85.88 per share. The range of implied equity values per share for
USA Waste, based on the range of discount rates of 11.0% to 12.0% and the range
of terminal multiples of 8.0 to 12.0, was $28.72 to $48.03 per share.

DLJ derived ranges of implied exchange ratios by dividing the high and
low equity values per share of Sanifill by the high and low equity values per
share of USA Waste, respectively. Based on this analysis, using the range of
discount rates of 11.0% to 12.0% and the range of terminal multiples of 8.0 to
12.0 and without taking into account the potential impact of any synergies, DLJ
calculated a range of implied exchange ratios of 1.58 to 1.79.

The summary set forth above does not purport to be a complete
description of the analyses performed by DLJ. The preparation of a fairness
opinion involves various determinations as to the most appropriate and relevant
methods of financial analysis and the application of these methods to the
particular circumstances and, therefore, such an opinion is not readily
susceptible to summary description. Accordingly, notwithstanding the separate
factors summarized above, DLJ believes that its analyses must be considered as
a whole and that selecting portions of its analysis and the factors considered
by it, without considering all analyses and factors, could create an incomplete
or misleading view of the evaluation process underlying its opinions. In
performing its analyses, DLJ made numerous assumptions with respect to industry
performance, business and economic conditions and other matters. The analyses
performed by DLJ are not necessarily indicative of actual values or future
results, which may be significantly more or less favorable than suggested by
such analyses.

Pursuant to the terms of an engagement letter dated June 13, 1996, USA
Waste has agreed to pay DLJ a fee of $600,000 upon delivery of the DLJ Opinion
and an additional fee of $900,000 to be paid upon consummation of the Merger.
USA Waste has also agreed to reimburse DLJ promptly for all out-of-pocket
expenses (including the reasonable fees and out-of-pocket expenses of counsel)
incurred by DLJ in connection with its engagement, and to indemnify DLJ and
certain related persons against certain liabilities in connection with its
engagement, including liabilities under the federal securities laws. The terms
of the fee arrangement with DLJ, which DLJ and USA Waste believe are customary
in transactions of this nature, were negotiated at arm's length between USA
Waste and DLJ and the USA Waste Board of Directors was aware of such
arrangement, including the fact that a significant portion of the aggregate fee
payable to DLJ is contingent upon consummation of the Merger.

In the ordinary course of business, DLJ may actively trade the
securities of both USA Waste and Sanifill for its own account and for the
accounts of its customers and, accordingly, may at any time hold a long or
short position in such securities. DLJ has provided financial advisory and
investment banking services to USA Waste in the past, including (i) acting as
USA Waste's financial advisor in connection with USA Waste's merger with
Western Waste completed in May 1996, (ii) acting as USA Waste's financial
advisor in connection with USA Waste's merger with Chambers completed in June
1995 and (iii) acting as the lead manager in a public offering of USA Waste
Common Stock completed in October 1995, and has in each case received usual and
customary fees for rendering such services. DLJ has provided financial
advisory and investment banking services to Sanifill in the past, including (i)
acting as a co-manager in a public offering of Sanifill common stock completed
in August 1995 and (ii) acting as the lead manager in a public offering of
Sanifill convertible subordinated debentures completed in March 1996, and has
in each case received usual and customary fees for rendering such services.

OPINION OF FINANCIAL ADVISOR TO SANIFILL

The definitions of terms provided in this section "-- Opinion of
Financial Advisor to Sanifill" shall apply only to this section and shall not
apply to the use of such capitalized terms in any other section of this Joint
Proxy Statement and Prospectus.

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Merrill Lynch delivered its written opinion dated June 21, 1996 to the
Board of Directors of Sanifill that, as of such date, the Exchange Ratio was
fair to the stockholders of Sanifill from a financial point of view. A copy of
the opinion of Merrill Lynch, which sets forth the assumptions made, matters
considered and limitations on the review undertaken, is attached as Annex C to
this Joint Proxy Statement and Prospectus and is incorporated herein by
reference.

THE SUMMARY OF THE OPINION OF MERRILL LYNCH SET FORTH IN THIS JOINT
PROXY STATEMENT AND PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
FULL TEXT OF THE OPINION ATTACHED AS ANNEX C HERETO. SANIFILL'S STOCKHOLDERS
ARE URGED TO READ SUCH OPINION IN ITS ENTIRETY FOR ASSUMPTIONS MADE, MATTERS
CONSIDERED, SCOPE AND LIMITS OF THE REVIEW AND PROCEDURES FOLLOWED BY MERRILL
LYNCH IN CONNECTION WITH SUCH OPINION.

Merrill Lynch's opinion is directed only to the fairness from a
financial point of view of the Exchange Ratio to the stockholders of Sanifill
and does not constitute a recommendation to any stockholder as to how such
stockholder should vote at the Sanifill Special Meeting. The Exchange Ratio
was determined through negotiations between Sanifill and USA Waste and was
approved by the Board of Directors of Sanifill. Merrill Lynch did not make a
recommendation with respect to the amount of the Exchange Ratio.

In arriving at its opinion, Merrill Lynch, among other things, (i)
reviewed Sanifill's Annual Reports, Forms 10-K and related financial
information for the three fiscal years ended December 31, 1995, and Sanifill's
Form 10-Q and the related unaudited financial information for the quarterly
period ended March 31, 1996; (ii) reviewed USA Waste's Annual Reports, Forms
10-K and related financial information for the three fiscal years ended
December 31, 1995, USA Waste's Form 10-Q and the related unaudited financial
information for the quarterly period ended March 31, 1996 and certain other
filings, including registration statements, Forms 8-K and proxy statements,
with the Commission made by USA Waste during the last three years; (iii)
reviewed certain information, including financial forecasts, relating to the
business, earnings, cash flow, assets and prospects of Sanifill and USA Waste,
furnished to Merrill Lynch by Sanifill and USA Waste; (iv) conducted
discussions with members of senior management of Sanifill and USA Waste
concerning their respective businesses and prospects; (v) reviewed the
historical market prices and trading activity for Sanifill Common Stock and USA
Waste Common Stock and compared them with those of certain publicly traded
companies which Merrill Lynch deemed to be reasonably similar to Sanifill and
USA Waste, respectively; (vi) compared the results of operations of Sanifill
and USA Waste with those of certain companies which Merrill Lynch deemed to be
reasonably similar to Sanifill and USA Waste, respectively; (vii) compared the
proposed financial terms of the transactions contemplated by the Merger
Agreement with the financial terms of certain other mergers and acquisitions
which Merrill Lynch deemed to be relevant; (viii) reviewed a draft of the
Merger Agreement dated June 19, 1996; (ix) reviewed a draft of the form of
Voting Agreement dated June 15, 1996; and (x) reviewed such other financial
studies and analyses and performed such other investigations and took into
account such other matters as Merrill Lynch deemed necessary, including Merrill
Lynch's assessment of general economic, market and monetary conditions.

In preparing its opinion, Merrill Lynch relied on the accuracy and
completeness of all information supplied or otherwise made available to it by
Sanifill and USA Waste, and Merrill Lynch did not independently verify such
information or undertake an independent appraisal of the assets or liabilities
of Sanifill or USA Waste nor was Merrill Lynch furnished with any such
appraisals. No special instructions were given to Merrill Lynch related to its
review, and no limitations were imposed by Sanifill with respect to the
investigations made or procedures followed by Merrill Lynch in rendering its
opinion. With respect to the financial forecasts furnished by Sanifill and USA
Waste, Merrill Lynch assumed that they were reasonably prepared and reflected
the best currently available estimates and judgment of Sanifill's or USA
Waste's management as to the expected future financial performance of Sanifill
or USA Waste, as the case may be.

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Merrill Lynch's opinion is necessarily based upon general economic,
market, monetary and other conditions as they existed and could be evaluated,
and the information made available to Merrill Lynch, as of the date of its
opinion.

The following is a summary of certain analyses performed by Merrill
Lynch in connection with its opinion dated June 21, 1996, which it presented to
the Board of Directors of Sanifill on such date. To the extent the following
analyses utilized stock price information of Sanifill or USA Waste, such
information consisted of information through the close of trading on June 14,
1996.

(i) Discounted Cash Flow Analysis. Merrill Lynch calculated ranges of
equity value for Sanifill based upon the value discounted to the present of its
annualized five-year stream of projected unlevered free cash flow and its
projected calendar year 2001 terminal values based upon a range of multiples of
its projected calendar year 2001 earnings before interest, taxes, depreciation
and amortization ("EBITDA") less its debt (including out of the money
convertible debentures) and plus option and warrant proceeds and cash. In
conducting its analysis, Merrill Lynch relied upon two sets of assumptions and
financial projections provided by the management of Sanifill: the "Sanifill
Case One" and a second case that provided for the consummation of additional
unidentified acquisitions (beyond those contemplated by the Sanifill Case One)
by Sanifill (the "Sanifill Case Two"). Merrill Lynch applied discount rates
reflecting a weighted average cost of capital ranging from 11.0% to 14.0% and
multiples of terminal EBITDA ranging from 7.5x to 9.5x. The range of discount
rates was selected based on a theoretical analysis of Sanifill's weighted
average cost of capital, and the range of EBITDA multiples was selected based
on a review of the EBITDA multiples of (A) Allied Waste Industries, Inc.,
Browning-Ferris Industries, Inc., Continental Waste Industries, Inc., United
Waste Systems, Inc. and WMX Technologies, Inc. (collectively, the "Comparable
Companies") and Sanifill and USA Waste and (B) the Acquisition Comparables (as
defined below). Based on this analysis, Merrill Lynch calculated per share
equity values of Sanifill ranging from $29.88 to $55.35 with a midpoint of
$42.61, for the Sanifill Case One, and from $37.04 to $68.61 with a midpoint of
$52.83, for the Sanifill Case Two.

Merrill Lynch calculated ranges of equity value for USA Waste based
upon the value discounted to the present of its five year stream of projected
unlevered free cash flow and its projected fiscal year 2001 terminal value
based upon a range of multiples of its projected fiscal year 2001 EBITDA less
its debt and plus option proceeds and cash. In conducting its analysis,
Merrill Lynch relied upon two sets of assumptions and financial projections:
the "USA Waste Case One" and a second case that provided for the consummation
of additional unidentified acquisitions (beyond those contemplated by the USA
Case One) by USA Waste (the "USA Waste Case Two"). Merrill Lynch applied
discount rates reflecting a weighted average cost of capital ranging from 11.0%
to 14.0% and multiples of terminal EBITDA ranging from 7.5x to 9.5x. The range
of discount rates was selected based on a theoretical analysis of USA Waste's
weighted average cost of capital, and the range of multiples of terminal EBITDA
was selected based on a review of the EBITDA multiples of (A) the Comparable
Companies, Sanifill and USA Waste and (B) the Acquisition Comparables. Based on
this analysis, Merrill Lynch calculated per share equity values of USA Waste
ranging from $24.37 to $ 37.69 with a midpoint of $31.03, for the USA Waste
Case One, and $29.29 to $46.82 with a midpoint of $38.06, for the USA Waste
Case Two.

Merrill Lynch derived implied exchange ratios by dividing the low,
midpoint and high per share equity values of Sanifill by the low, midpoint and
high per share equity values of USA Waste, respectively. Based on this
analysis, Merrill Lynch calculated implied exchange ratios of (i) 1.23, 1.37
and 1.47, respectively, in the case of the Sanifill Case One and the USA Waste
Case One, (ii) 1.02, 1.12 and 1.18, respectively, in the case of the Sanifill
Case One and the USA Waste Case Two, (iii) 1.52, 1.70 and 1.82, respectively,
in the case of the Sanifill Case Two and the USA Waste Case One and (iv) 1.26,
1.39 and 1.47, respectively, in the case of the Sanifill Case Two and the USA
Waste Case Two.

Merrill Lynch also calculated ranges of equivalent equity value for
the combined company by applying the above methodology to the five year stream
of projected unlevered pro forma free cash flow and projected calendar

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year 2001 pro forma terminal value of the combined company with and without $30
million in assumed synergies. Based on this analysis and the Exchange Ratio of
1.70, Merrill Lynch calculated ranges of implied equivalent equity value for
the combined company per Sanifill share of (i) $37.87 to $61.01 and $39.97 to
$63.78, in the case of the Sanifill Case One and the USA Waste Case One,
without and with synergies, respectively, and (ii) $45.63 to $75.74 and $47.72
to $78.50, in the case of the Sanifill Case Two and the USA Waste Case Two,
without and with synergies, respectively.

(ii) Analysis of Selected Comparable Publicly Traded Companies.
Merrill Lynch compared certain financial information for each of Sanifill and
USA Waste to the corresponding publicly available financial information of the
Comparable Companies. Merrill Lynch calculated multiples for such companies of
market value to LTM EPS, estimated calendar 1996 EPS and estimated calendar
1997 EPS and of market capitalization to LTM revenue, LTM EBITDA, LTM EBIT,
estimated calendar 1996 EBITDA and estimated calendar 1996 EBIT.

Based on this analysis, Merrill Lynch calculated per share equity
values of Sanifill ranging from $35.96 to $48.62 and per share equity values of
USA Waste ranging from $24.06 to $32.55. Merrill Lynch derived implied
exchange ratios based on this analysis by dividing the low, midpoint and high
per share equity values of Sanifill by the low, midpoint and high per share
equity values of USA Waste, respectively. Based on this analysis, Merrill
Lynch calculated implied exchange ratios of 1.49, 1.49 and 1.49, respectively.

(iii) Analysis of Selected Comparable Acquisition Transactions.
Merrill Lynch also reviewed the financial terms of nine transactions (the
"Acquisition Comparables") in which waste management companies were acquired.
The Acquisition Comparables reviewed, in reverse chronological order of
announcement date, were the following: (a) the pending acquisition of
Continental Waste Industries, Inc. by Republic Waste Industries, Inc., (b) the
acquisition of Western Waste Industries, Inc. by USA Waste, (c) the acquisition
of Southland Environmental Services Inc. by Republic Waste Industries, Inc.,
(d) the acquisition of Resource Recycling Technologies Inc. by Waste Management
Inc., (e) the acquisition of Chambers Development Company, Inc. by USA Waste,
(f) the acquisition of Attwoods Plc by Browning-Ferris Industries, Inc., (g)
the acquisition of Envirofil Inc. by USA Waste, (h) the acquisition of
Environmental Waste of America by Envirofil Inc. and (i) the acquisition of a
controlling interest in Wheelabrator Technologies Inc. by Waste Management Inc.

Merrill Lynch analyzed offer value and transaction value multiples.
In particular, Merrill Lynch calculated transaction value as a multiple of LTM
revenue, EBITDA and EBIT and offer value as a multiple of LTM net income and
last fiscal quarter common equity. Based on this analysis, Merrill Lynch
calculated per share equity values of Sanifill ranging from $43.21 to $56.97
with a midpoint of $50.09 and per share equity values of USA Waste ranging from
$28.31 to $34.67 with a midpoint of $31.49. Merrill Lynch derived implied
exchange ratios based on this analysis by dividing the low, midpoint and high
per share equity values of Sanifill by the low, midpoint and high per share
equity values of USA Waste, respectively. Based on this analysis, Merrill
Lynch calculated implied exchange ratios of 1.53, 1.59 and 1.64, respectively.

(iv) Contribution Analysis. Merrill Lynch analyzed and compared the
respective contribution of 1996 and 1997 estimated EBITDA, EBIT and net income
of Sanifill and USA Waste to the combined company following consummation of the
proposed Merger based upon, in the case of estimated 1997 results, the Sanifill
Case One and the USA Waste Case One, on the one hand, and on the Sanifill Case
Two and the USA Waste Case Two, on the other hand, in each case without taking
into account any potential synergies resulting from the Merger. This analysis
showed that Sanifill would contribute to the combined company 34.1%, 35.6% and
35.6% of EBITDA and 32.4%, 34.2% and 34.2% of EBIT, in each case for 1996, 1997
Case One and 1997 Case Two, respectively, compared to the Exchange Ratio of
1.70 which would result in Sanifill stockholders contributing 33.2% of the
combined company's enterprise value. This analysis also showed that Sanifill
would contribute to the combined company 29.6%, 29.8% and 29.8% of net income
for 1996, 1997 Case One and 1997 Case Two, respectively, compared to the
Exchange Ratio of 1.70 which would result in Sanifill stockholders owning
approximately 32.5% of the combined company.

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(v) Pro Forma Analysis. Merrill Lynch analyzed certain pro forma
effects resulting from the Merger based on the different combinations of the
Sanifill Case One and the Sanifill Case Two with the USA Waste Case One and the
USA Waste Case Two, in each case with and without assumed synergies of $30
million, including the effect on 1996, 1997 and 1998 EPS of USA Waste and the
pre-tax synergies required for breakeven EPS. The analysis indicated that (a)
in the case of the Sanifill Case One and the USA Waste Case One, the Merger
would lead to 4.6%, 5.3% and 4.5% dilution and require $12.2 million, $18.7
million and $19.2 million in pre-tax synergies for breakeven EPS, without
synergies, and 6.6%, 3.2% and 2.6% accretion, with synergies, in 1996, 1997 and
1998, respectively, (b) in the case of the Sanifill Case Two and the USA Waste
Case Two, the Merger would lead to 4.6%, 5.6% and 2.9% dilution and require
$12.2 million, $21.3 million and $13.2 million in pre-tax synergies for
breakeven EPS, without synergies, and 6.6%, 2.3% and 3.6% accretion, with
synergies, in 1996, 1997 and 1998, respectively, (c) in the case of the
Sanifill Case One and the USA Waste Case Two, the Merger would lead to 4.6%,
6.6% and 6.5% dilution and require $12.2 million, $24.7 million and $29.6
million in pre-tax synergies for breakeven EPS, without synergies, and 6.6%,
1.4% and 0.1% accretion, with synergies, in 1996, 1997 and 1998, respectively,
and (d) in the case of the Sanifill Case Two and the USA Waste Case One, the
Merger would lead to 4.6%, 4.2% and 0.6% dilution and require $12.3 million,
$15.2 million and $2.6 million in pre-tax synergies for breakeven EPS, without
synergies, and 6.6%, 4.1% and 6.4% accretion, with synergies, in 1996, 1997 and
1998, respectively.

(vi) Premium Analysis. Merrill Lynch compared the premium represented
by the Exchange Ratio (based on the closing prices of USA Waste Common Stock
and Sanifill Common Stock on June 14, 1996) one day, one week and one month
prior to such date to the comparable average premiums for greater than $1
billion to $2 billion stock for stock transactions since January 1, 1990. This
analysis showed that (a) the Exchange Ratio represented a 20.8% premium over
the one day prior closing price compared to first quartile, median and third
quartile one day prior premiums of 19.1%, 30.1% and 40.5%, respectively, (b)
the Exchange Ratio represented a 25.0% premium over the one week prior closing
price compared to first quartile, median and third quartile one week prior
premiums of 23.8%, 30.6% and 45.8%, respectively, and (c) the Exchange Ratio
represented a 20.8% premium over the one month prior closing price compared to
first quartile, median and third quartile one month prior premiums of 22.1%,
37.3% and 51.2%, respectively.

Merrill Lynch also compared such premiums represented by the Exchange
Ratio to the analogous premiums in the pending Republic Industries,
Inc./Continental Waste Industries, Inc. transaction (the "Republic
Transaction") and the USA Waste/Western Waste Industries, Inc. transaction (the
"Western Transaction"). This comparison showed that (a) the Exchange Ratio
represented a 20.8% one day prior premium compared to 21.5% and 16.2% one day
prior premiums for the Republic Transaction and the Western Transaction,
respectively, (b) the Exchange Ratio represented a 25.0% one week prior premium
compared to 18.2% and 21.8% one week prior premiums for the Republic
Transaction and the Western Transaction, respectively, and (c) the Exchange
Ratio represented a 20.8% one month prior premium compared to 32.7% and 47.1%
one month prior premiums for the Republic Transaction and the Western
Transaction, respectively.

(vii) Stock Trading History. Merrill Lynch reviewed and analyzed the
history of the trading prices for Sanifill Common Stock and USA Waste Common
Stock and the ratio of the former to the latter during the twelve month period
ended June 14, 1996. This information was presented primarily to give the
Board of Directors of Sanifill background information regarding the stock
prices of Sanifill and USA Waste over the period indicated. In addition, the
analysis of the daily closing price ratio indicated that the mean daily closing
price ratio over the period indicated equaled 1.69 and that the closing price
ratio on June 14, 1996 equaled 1.41, compared to the Exchange Ratio of 1.70.

While the foregoing summary describes the material analyses and
factors presented by Merrill Lynch to the Board of Directors of Sanifill, it
does not purport to be a complete description of the analyses conducted by
Merrill Lynch or Merrill Lynch's presentation to the Board of Directors of
Sanifill. Merrill Lynch believes that its analyses must be considered as a
whole and that selecting portions of its analyses and the factors considered by
it, without considering all factors and analyses, could create an incomplete
view of the process underlying its opinions. Merrill

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Lynch did not assign relative weights to its analyses in preparing its
opinions. None of the Comparable Entities is identical to Sanifill or USA
Waste, and none of the Acquisition Comparables is identical to the Merger.
Accordingly, an analysis of the results of the comparable companies and
comparable transactions analyses is not purely mathematical. Rather, it
involves complex considerations and judgments concerning differences in
financial and operating characteristics of the comparable companies and other
factors that could affect the public trading value of the comparable companies
or company to which they are being compared.

The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. In
performing its analyses, Merrill Lynch made numerous assumptions with respect
to industry performance, general business and economic conditions and other
matters, many of which are beyond the control of Sanifill or USA Waste. Any
estimates contained in the analyses performed by Merrill Lynch are not
necessarily indicative of actual values or actual future results, which may be
significantly more or less favorable than suggested by such analyses. In
addition, analyses relating to the value of the businesses do not purport to be
appraisals or to reflect the prices at which businesses may actually be sold.
Because such estimates are inherently subject to uncertainty, neither Sanifill,
Merrill Lynch nor any other person assumes responsibility for their accuracy.

Sanifill has engaged Merrill Lynch as its financial advisor in
connection with the Merger because it is an internationally recognized
investment banking firm engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions and for other purposes
and has substantial experience in transactions similar to the Merger. For
Merrill Lynch's financial advisory services, Sanifill has agreed to pay Merrill
Lynch (i) a fee of $100,000 upon signing its engagement letter dated as of June
14, 1996 (the "Engagement Letter"), (ii) a fee of $650,000 upon the delivery of
Merrill Lynch's fairness opinion and (iii) a fee of $750,000 at the Effective
Time. In addition, the Engagement Letter provides that Sanifill will reimburse
Merrill Lynch for its reasonable out-of-pocket expenses (including reasonable
fees and expenses of its legal counsel) and will indemnify Merrill Lynch and
certain related persons against certain liabilities, including liabilities
under securities laws, arising out of its engagement. In the ordinary course
of its securities business, Merrill Lynch may actively trade debt or equity
securities of Sanifill and USA Waste for its own account and the accounts of
its customers, and Merrill Lynch therefore may hold a long or short position in
such securities.

CONFLICTS OF INTEREST

In considering the recommendation of the Boards of Directors of USA
Waste and Sanifill with respect to the Merger, holders of USA Waste Common
Stock and Sanifill Common Stock should be aware that certain members of the
Boards of Directors and management of USA Waste and Sanifill have certain
interests apart from their interests as stockholders, including those referred
to below.

After the Merger is consummated, Mr. Rodney R. Proto, an officer and
director of Sanifill, and two other designees of Sanifill will become directors
of the USA Waste Board of Directors, and one of such persons will be elected to
the Executive Committee of the USA Waste Board of Directors. In addition, Mr.
Proto will serve as President and Chief Operating Officer of USA Waste. It is
expected that Mr. Proto will enter into an employment agreement with USA Waste
at a salary to be agreed upon and on other terms substantially similar to those
contained in employment agreements between USA Waste and its current executive
officers. Further, Mr. Lorne D. Bain, Sanifill's Chairman and Chief Executive
Officer, has entered into an employment agreement with USA Waste and Sanifill
which provides for a renewable term of one year at an annual salary of
$500,000. Mr. Bain will also receive certain payments under his prior
employment agreement with Sanifill as a result of the Merger. For more
information about such employment agreements, see "The Plan of Merger and Terms
of the Merger -- Other Agreements."

Any person elected to the USA Waste Board of Directors pursuant to the
Merger Agreement who is not an employee of USA Waste will receive an annual
grant of options to purchase 10,000 shares of USA Waste Common Stock pursuant
to USA Waste's 1996 Stock Option Plan for Non-Employee Directors.

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Kosti Shirvanian and USA Waste have entered into a letter agreement
amending in certain respects an earlier letter agreement between Mr. Shirvanian
and USA Waste regarding Mr. Shirvanian's right to sit on the Board of Directors
of USA Waste and designate other individuals to sit on the Board of Directors
of USA Waste. See "The Plan of Merger and Terms of the Merger -- Other
Agreements."

In addition, in connection with the Merger Agreement, USA Waste has
entered into an agreement with Donald F. Moorehead, Jr., John E. Drury, John
G. Rangos, Sr., John G. Rangos, Jr., Alexander W. Rangos and John Rangos
Development Corporation, Inc. with whom USA Waste had previously executed an
agreement in connection with its merger with Chambers Development Company, Inc.
("Chambers"), terminating such prior agreement. In consideration for the
termination of the prior agreement, USA Waste has agreed, among other things,
to issue to John G. Rangos, Sr., John G. Rangos, Jr. and Alexander W. Rangos
warrants to purchase in the aggregate 700,000 shares of USA Waste Common Stock
at an exercise price of $29 per share. See "The Plan of Merger and Terms of
the Merger -- Other Agreements."

Thirteen individuals, representing all executive officers and
directors of Sanifill, hold options and warrants to acquire an aggregate of
approximately 1.5 million shares of Sanifill Common Stock pursuant to the terms
of certain stock option and warrant agreements, at exercise prices ranging from
$10.88 to $44.88 per share. In addition, as of the Record Date, there were
outstanding other options and warrants to acquire approximately 1.1 million
shares of Sanifill Common Stock, of which approximately 0.4 million were
exercisable. At the Effective Time, all of the outstanding Sanifill Options
and Sanifill Warrants will be automatically converted into options or warrants,
as the case may be, to purchase a number of shares of USA Waste Common Stock
equal to the number of shares of Sanifill Common Stock underlying such options
or warrants multiplied by the Exchange Ratio, at an exercise price equal to the
exercise price of the Sanifill Option or Sanifill Warrant, as the case may be,
divided by the Exchange Ratio. All other terms and conditions of the options
and warrants will be the same as before the Effective Time. The options and
warrants exercisable by the executive officers and directors of Sanifill for
approximately 1.5 million shares of Sanifill Common Stock will be converted
into options or warrants, as the case may be, to acquire approximately 2.5
million shares of USA Waste Common Stock. The exercise prices will be
converted from a range of $10.88 to $44.88 per share of Sanifill Common Stock
to a range of $6.40 to $26.40 per share of USA Waste Common Stock. Based upon
the closing sale price of $ per share of USA Waste Common Stock on
, 1996, the total value based upon the excess of the market price
of the shares of USA Waste Common Stock over the exercise price of the options
and warrants that would become exercisable upon consummation of the Merger by
(i) the five most highly paid executive officers of Sanifill (with respect to
an aggregate of approximately shares of USA Waste Common Stock)
would be approximately $ million and (ii) all officers and directors of
Sanifill (with respect to an aggregate of approximately
shares of USA Waste Common Stock) would be approximately $ million.
See "The Plan of Merger and Terms of the Merger -- Assumption of Sanifill
Options and Sanifill Warrants."

The Merger Agreement provides for indemnification by USA Waste of the
officers and directors of Sanifill against all costs or expenses (including
reasonable attorney's fees), judgments, fines, losses, claims, damages,
liabilities and amounts paid in settlement in connection with any claim,
action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of, relating to, or in connection
with any action or omission occurring prior to the Effective Time (including
acts or omissions in connection with such persons serving as an officer,
director, or other fiduciary in any entity if such service was at the request
of Sanifill) or arising out of or pertaining to the transactions contemplated
by the Merger Agreement. In addition, pursuant to the terms of the Merger
Agreement, USA Waste has agreed to maintain in effect, for a period of six
years after the Effective Time, the current policies of directors' and
officers' liability insurance maintained by Sanifill and its subsidiaries (or
substantially equivalent policies) with respect to matters arising prior to the
Effective Time; provided, however, that USA Waste is only required to obtain as
much coverage as can be obtained by paying an annual premium less than or equal
to two times the current annual premiums for such insurance coverage. In
connection with the execution of the Merger Agreement, USA Waste and Sanifill
entered into the Indemnification Letter Agreement which provides that the
Certificate of Incorporation of the Surviving Corporation as of the Effective
Time will contain provisions for the indemnification of officers and directors

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and related matters identical to the provisions governing such matters
contained in the USA Waste Restated Certificate of Incorporation on June 22,
1996.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes certain U.S. Federal income tax
consequences of the Merger which are generally applicable to holders of
Sanifill Common Stock under the Internal Revenue Code of 1986, as amended (the
"Code"). Tax consequences which are different from or in addition to those
described herein may apply to Sanifill stockholders who are subject to special
treatment under the U.S. Federal income tax laws, such as foreign persons,
persons who acquired their shares in compensatory transactions and persons who
have a contingent right to receive additional Sanifill stock as a result of
contingency or earn-out provisions in prior acquisitions by Sanifill.
Furthermore, the discussion does not address foreign, state or local tax
considerations.

THIS SUMMARY IS NOT A SUBSTITUTE FOR AN INDIVIDUAL ANALYSIS OF THE TAX
CONSEQUENCES OF THE MERGER TO A SANIFILL STOCKHOLDER. EACH SANIFILL
STOCKHOLDER SHOULD CONSULT A TAX ADVISER REGARDING THE PARTICULAR FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE MERGER IN LIGHT OF SUCH
STOCKHOLDER'S OWN SITUATION.

It is a condition precedent to the closing of the Merger that USA
Waste receive from its counsel, Andrews & Kurth L.L.P., an opinion to the
effect that USA Waste and Acquisition will not recognize any gain or loss for
U.S. Federal income tax purposes as a result of the Merger. It is a condition
precedent to the closing of the Merger that Sanifill receive from its counsel,
Baker & Botts, L.L.P., an opinion to the effect that Sanifill will not
recognize any gain or loss as a result of the merger of Acquisition into it and
that holders of Sanifill Common Stock will not recognize any gain or loss upon
the receipt of USA Waste Common Stock in exchange for their shares of Sanifill
Common Stock. The opinions of Andrews & Kurth L.L.P. and Baker & Botts, L.L.P.
are collectively referred to as the "Opinions."

The Opinions will be subject to certain qualifications and assumptions
as noted therein and will rely upon certain representations of USA Waste,
Acquisition and Sanifill which have been provided to counsel as a basis for the
Opinions. The Opinions will be based upon counsel's interpretation of the
Code, applicable Treasury regulations, judicial authority and administrative
rulings and practice, all as of the date of the Opinions. There can be no
assurance that future legislative, judicial or administrative changes or
interpretations will not adversely affect the accuracy of the conclusions set
forth herein. The Opinions will not be binding upon the Internal Revenue
Service (the "Service"), and the Service will not be precluded from adopting a
contrary position.

Assuming the Merger qualifies as a reorganization under Section 368(a)
of the Code, the following U.S. Federal income tax consequences will occur:

(a) No gain or loss will be recognized by USA Waste or
Acquisition as a result of the Merger;

(b) No gain or loss will be recognized by Sanifill as a
result of the merger of Acquisition into Sanifill;

(c) No gain or loss will be recognized by holders of
Sanifill Common Stock solely upon their receipt in the Merger of USA
Waste Common Stock in exchange therefor;

(d) The tax basis of the shares of USA Waste Common Stock
received by a Sanifill stockholder in the Merger (including any
fractional share not actually received) will be the same as the tax
basis of the Sanifill Common Stock surrendered in exchange therefor;

(e) The holding period of the shares of USA Waste Common
Stock received by a Sanifill stockholder in the Merger will include
the holding period of the shares of Sanifill Common Stock surrendered

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in exchange therefor, provided that such shares of Sanifill Common
Stock are held as capital assets at the Effective Time; and

(f) A cash payment in lieu of a fractional share will be
treated as if a fractional share of USA Waste Common Stock had been
received in the Merger and then redeemed by USA Waste. Such
redemption should qualify as a distribution in full payment in
exchange for the fractional share rather than as a distribution of a
dividend. Accordingly, a Sanifill stockholder receiving cash in lieu
of a fractional share will recognize gain or loss upon such payment in
an amount equal to the difference, if any, between such stockholder's
basis in the fractional share (as described in paragraph (d) above)
and the amount of cash received. Such gain or loss will be a capital
gain or loss if the Sanifill Common Stock is held as a capital asset
at the Effective Time.

Even if the Merger qualifies as a tax-free reorganization, a recipient
of USA Waste Common Stock could recognize gain to the extent that such shares
were considered by the Service to be received in exchange for consideration
other than Sanifill Common Stock. All or a portion of such gain may be taxable
as ordinary income. In addition, gain would be recognized to the extent that a
Sanifill stockholder was treated by the Service as receiving (directly or
indirectly) consideration other than USA Waste Common Stock in exchange for his
or her Sanifill Common Stock.

If the Service successfully challenged the status of the Merger as a
tax-free reorganization, a Sanifill stockholder would recognize gain or loss in
an amount equal to the difference between the stockholder's basis in his or her
shares and the fair market value, as of the Effective Date, of the USA Waste
Common Stock received in exchange therefor. In such event, the stockholder's
basis in the USA Waste Common Stock so received would be equal to its fair
market value as of the Effective Date and the holding period for such stock
would begin on the day after the Effective Date.

THE U.S. FEDERAL INCOME TAX CONSEQUENCES SUMMARIZED ABOVE ARE FOR
GENERAL INFORMATION ONLY. EACH SANIFILL STOCKHOLDER SHOULD CONSULT A TAX
ADVISER AS TO THE PARTICULAR CONSEQUENCES OF THE MERGER THAT MAY APPLY TO SUCH
STOCKHOLDER, INCLUDING THE APPLICATION OF STATE, LOCAL, FOREIGN AND OTHER
FEDERAL TAX LAWS.

For more information on the tax opinions to be delivered by counsel to
USA Waste and Sanifill as a condition to the closing of the Merger, see "The
Plan of Merger and Terms of the Merger -- Conditions to the Merger."

NO APPRAISAL OR DISSENTERS' RIGHTS

ACCOUNTING TREATMENT

It is anticipated that the Merger will be accounted for using the
"pooling of interests" method of accounting pursuant to Opinion No. 16 of the
Accounting Principles Board. The "pooling of interests" method of accounting
assumes that the combining companies have been merged from inception, and the
historical financial statements for periods prior to consummation of the Merger
are restated as though the companies had been combined from inception.

One of the conditions to the Merger is the receipt by USA Waste and
Sanifill of a letter and memorandum, dated as of the Effective Time, from their
independent auditors, Coopers & Lybrand L.L.P. and Arthur Andersen LLP,
respectively, regarding such firms' concurrence with USA Waste management's and
Sanifill management's conclusions, respectively, as to the appropriateness of
"pooling of interests" accounting for the Merger under Accounting Principles
Board Opinion No. 16 if consummated in accordance with the Merger Agreement.

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GOVERNMENT AND REGULATORY APPROVALS

Transactions such as the Merger are reviewed by the Antitrust Division
of the Department of Justice (the "Department of Justice") and the Federal
Trade Commission (the "FTC") to determine whether they comply with applicable
antitrust laws. Under the provisions of the HSR Act, the Merger may not be
consummated until such time as the specified waiting period requirements of the
HSR Act have been satisfied. USA Waste and Sanifill filed notification reports
with the Department of Justice and FTC under the HSR Act on July 1, 1996, and
the waiting period will expire at 11:59 p.m. on July 31, 1996 unless extended
or earlier terminated.

At any time before or after the Effective Time, the Department of
Justice and FTC or a private person or entity could seek under the antitrust
laws, among other things, to enjoin the Merger or to cause USA Waste to divest
itself, in whole or in part, of Sanifill or of other businesses conducted by
USA Waste. There can be no assurance that a challenge to the Merger will not
be made or that, if such a challenge is made, USA Waste and Sanifill will
prevail.

USA Waste and Sanifill are not aware of any other governmental or
regulatory approvals required for consummation of the Merger, other than
compliance with applicable federal and state securities laws and as may be
required with respect to environmental permits held by Sanifill subsidiaries in
certain states that would deem the Merger to be a transfer of those permits.

RESTRICTIONS ON RESALES BY AFFILIATES

The shares of USA Waste Common Stock received by Sanifill stockholders
in connection with the Merger have been registered under the Securities Act
and, except as set forth below, may be traded without restriction. The shares
of USA Waste Common Stock issued in the Merger and received by persons who are
deemed to be "affiliates" (as that term is defined in Rule 144 under the
Securities Act) of Sanifill prior to the Merger may be resold by them only in
transactions permitted by the resale provisions of Rule 145 under the
Securities Act (or, in the case of persons who become affiliates of USA Waste,
Rule 144 under the Securities Act) or as otherwise permitted under the
Securities Act. The Merger Agreement provides that Sanifill and USA Waste will
use their reasonable best efforts to cause each of their principal executive
officers, directors and affiliates to deliver to USA Waste and/or Sanifill, on
or prior to the Effective Time, a written agreement to the effect that such
persons will not offer to sell, sell or otherwise dispose of any shares of USA
Waste Common Stock issued in the Merger except, in each case, pursuant to an
effective registration statement or in compliance with Rule 145 or in a
transaction which, in the opinion of legal counsel satisfactory to USA Waste,
is exempt from the registration requirements of the Securities Act and, in any
case, until after the results covering 30 days of post-Merger combined
operations of USA Waste and Sanifill have been filed with the Commission, sent
to stockholders of USA Waste or otherwise publicly issued.

Under Commission guidelines interpreting generally accepted accounting
principles, the sale of USA Waste Common Stock or Sanifill Common Stock by an
affiliate of either USA Waste or Sanifill generally within 30 days prior to the
Effective Time or thereafter prior to the publication of financial statements
that include a minimum of at least 30 days of combined operations of USA Waste
and Sanifill after the Effective Time could preclude "pooling of interests"
accounting treatment for the Merger.

BOARD OF DIRECTORS AFTER THE MERGER

The USA Waste Restated Certificate of Incorporation and the USA Waste
Bylaws provide that, subject to the rights of holders of any class or series of
USA Waste Preferred Stock to elect additional directors under specified
circumstances, the number of directors will be fixed from time to time by
resolution of the USA Waste Board of Directors; provided, however, that unless
approved by at least two-thirds of the incumbent directors, the number of
directors which shall constitute the whole USA Waste Board of Directors shall
be no fewer than three and no more than nine. The Board of Directors of USA
Waste currently consists of 11 members and one vacancy for a total of 12 seats

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on the Board of Directors. The USA Waste Restated Certificate of Incorporation
and the USA Waste Bylaws also provide that the Board of Directors of USA Waste
be divided into three classes of directors, as nearly equal in number as
possible. At each annual meeting of the stockholders, one class of directors
is elected for a three-year term. The terms of the existing Class I directors
expire at the annual meeting of the stockholders of USA Waste to be held in
1999, the terms of the existing Class II directors expire at the annual meeting
of the stockholders of USA Waste to be held in 1997 and the terms of the
existing Class III directors expire at the annual meeting of the stockholders
of USA Waste to be held in 1998.

Pursuant to the terms of the Merger Agreement, USA Waste has agreed to
take such action as is necessary to cause its Board of Directors to consist of
12 members immediately after the Effective Time, including three members
designated by Sanifill prior to the Effective Time. Sanifill has designated
Rodney R. Proto, and will designate two non-officers of Sanifill and its
subsidiaries reasonably acceptable to USA Waste, as the individuals to serve on
the Board of Directors of USA Waste. Rodney R. Proto will serve as a Class III
director and the two remaining Sanifill designees will serve as Class I
directors. In order to provide a sufficient number of vacancies on the Board
of Directors of USA Waste, two members of USA Waste's Board of Directors will
resign effective as of the Effective Time. In addition, pursuant to the terms
of the Merger Agreement, USA Waste has agreed to (i) take such action as is
necessary to renominate Rodney R. Proto to the Board of Directors of USA Waste
with a term of office expiring in the year 2000 or thereafter and (ii) appoint
one of the three designees of Sanifill to the Executive Committee of USA
Waste's Board of Directors reasonably acceptable to USA Waste. In order to
provide a vacancy on the Executive Committee, David Sutherland-Yoest, of the
Executive Committee of the Board of Directors of USA Waste, will resign
effective as of the Effective Time.

Set forth below is certain information about each person who is to be
a member of the Board of Directors of USA Waste as of the Effective Time,
including Rodney R. Proto, one of Sanifill's designees who, following
consummation of the Merger, will be appointed to the USA Waste Board of
Directors. Two additional persons will be designated by Sanifill to serve on
the USA Waste Board of Directors following consummation of the Merger, to fill
the vacancies created by the resignations of two members of USA Waste's Board
of Directors in connection with the Merger.

DIRECTOR DIRECTOR
NAME DESCRIPTION AGE SINCE CLASS
- ---- ----------- --- ----- -----

John E. Drury (1) . . . . . . . . . . . Chairman of the Board and Chief 51 1994 III
Executive Officer
Donald F. Moorehead, Jr. (1) . . . . . Vice Chairman of the Board 45 1990 II
David Sutherland-Yoest (1) . . . . . . President and Director (2) 39 1994 I
George L. Ball (3)(4) . . . . . . . . . Director 57 1991 III
Peter J. Gibbons (3)(4) . . . . . . . . Director 60 1995 I
Richard J. Heckmann (4) . . . . . . . . Director 52 1994 I
William E. Moffett (3) . . . . . . . . Director 65 1995 II
Alexander W. Rangos (1) . . . . . . . . Vice Chairman of the Board 36 1995 III
John G. Rangos, Sr. (1) . . . . . . . . Director 66 1995 II
Kosti Shirvanian (1) . . . . . . . . . Vice Chairman of the Board 66 1996 I
Savey Tufenkian . . . . . . . . . . . . Director 67 1996 II
Rodney R. Proto . . . . . . . . . . . . President, Chief Operating Officer 47 1996 III (7)
and Director (5)(6)

_______________
(1) Member of the Executive Committee
(2) To resign as President and as a member of the Executive Committee as
of the Effective Time and to become Regional Vice President --
Atlantic Region and Vice Chairman of the Board
(3) Member of the Compensation and Stock Incentive Plan Committee
(4) Member of the Audit Committee

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(5) To be appointed to the Board of Directors as of the Effective Time
(6) To be appointed President and Chief Operating Officer as of the
Effective Time
(7) To be renominated at expiration of term with term expiring in the year
2000 or thereafter

John E. Drury (Class III) has been Chief Executive Officer since 1994
and Chairman of the Board since 1995. From 1992 to May 1994, Mr. Drury served
as a Managing Director of Sanders Morris Mundy Inc. ("SMMI"), a Houston based
investment banking firm. Mr. Drury served as President and Chief Operating
Officer of Browning-Ferris Industries, Inc. ("BFI") from 1982 to 1991, during
which time he had chief responsibility for worldwide operations.

Donald F. Moorehead, Jr. (Class II) has been Vice Chairman since 1995.
Prior to such time, Mr. Moorehead served as Chairman of the Board and Chief
Development Officer since 1994. From October 1, 1990 to May 27, 1994, he was
also Chief Executive Officer. Mr. Moorehead was Chairman of the Board and
Chief Executive Officer of Mid-American Waste Systems Inc. ("Mid-American")
from the inception of Mid-American in December 1985 until August 1990 and
continued as a director until February 1991. From 1977 until 1984, Mr.
Moorehead served in various management positions with Waste Management Inc.

David Sutherland-Yoest (Class I) has been President since May 27,
1994. Prior to joining USA Waste, he was President, Chief Executive Officer
and a director of Envirofil. He joined Envirofil in January 1993 and was
elected a director in March 1993. From September 1989 to June 1992, Mr.
Sutherland-Yoest served as President of Browning-Ferris Industries, Ltd. ("BFI
Ltd."), the Canadian subsidiary of BFI. From January through September 1989,
Mr. Sutherland-Yoest served as Vice-President, Corporate Development, for
Laidlaw Waste Systems, Inc. From 1987 to September 1989, Mr. Sutherland-Yoest
was Laidlaw's Regional Vice-President -- Atlantic Region, located in Columbus,
Ohio. From 1981 to 1987, Mr. Sutherland-Yoest served as District Manager --
Vancouver and District Manager -- Calgary for BFI Ltd.

George L. Ball (Class III) has been non-executive Chairman of the
Board and a director of SMMI since May 1992. From September 1992 to January
1994, Mr. Ball was a Senior Executive Vice President of Smith Barney Shearson
Inc. From September 1991 to September 1992, Mr. Ball was a consultant to J. &
W. Seligman & Co. Incorporated. In 1982, Mr. Ball was elected President and
Chief Executive Officer of Prudential-Bache Securities, Inc. and in 1986 was
elected Chairman of the Board, serving in such position until his resignation
in 1991. He also served as a member of the Executive Office of Prudential
Insurance Company of America. Prior to joining Prudential, Mr. Ball served as
President of E.F. Hutton Group, Inc. Mr. Ball is also a director of American
Ecology Corporation, Leviathan Gas Pipeline Company, L.P., and BioMedical Waste
Systems, Inc. Mr. Ball is a trustee emeritus of Brown University, a director
of the National Symphony Orchestra, a trustee of the Joint Council on Economic
Education, and a director of the Jefferson Awards.

Peter J. Gibbons (Class I) has served as a director of USA Waste
since June 1995. He was affiliated in various capacities with the accounting
firm of Price Waterhouse from 1961 until his retirement therefrom as a partner
in July 1993.

Richard J. Heckmann (Class I) is Chairman, President, and Chief
Executive Officer of United States Filter Corporation ("U.S. Filter"), a
position he assumed in July 1990. Prior to joining U.S. Filter, Mr. Heckmann
was a Senior Vice President -- Investments and Branch Manager of
Prudential-Bache Securities in Rancho Mirage, California. Mr. Heckmann is also
a director of Air Cure, Inc.

William E. Moffett (Class II) has served as a director of USA Waste
since June 1995. In 1992, Mr. Moffett retired as Chairman of the Board and
Chief Executive Officer of Chatham Enterprises, Inc. (real estate development)
and Hazmed, Inc. (environmental services). In May 1985, he retired as
President of Gulf Oil Foundation and as Vice President -- Public Affairs of
Gulf Oil Corporation, having joined Gulf Oil Corporation in 1969 and served in
a number

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of managerial assignments for that company and its subsidiaries. Mr. Moffett
also serves as a director of Calvin Exploration Company, Inc.

Alexander W. Rangos (Class III) has been a director of USA Waste
since June 1995. From June 1995 to December 1995, he was Executive Vice
President--Corporate Development of USA Waste. Prior to such time, he served as
President and Chief Operating Officer of Chambers since January 1994. Prior
thereto, he served with Chambers as Executive Vice President -- Operations and
Corporate Development from 1990 to 1994, as Executive Vice President --
Corporate Development from 1985 to 1990, and as Manager of the Southern Region
from 1984 to 1985. Mr. Rangos is a son of John G. Rangos, Sr.

John G. Rangos, Sr. (Class III) served as Vice Chairman of the Board
of Directors of USA Waste from June 1995 until December 1995. Prior to such
time, Mr. Rangos served as Chief Executive Officer of Chambers from 1973 to
June 1995. Mr. Rangos is the father of Alexander W. Rangos, a Vice Chairman of
USA Waste. In connection with the settlement of the Commission's investigation
with respect to Chambers' accounting method and the accuracy of its financial
statements, the Commission, in May 1995, instituted administrative proceedings
against Chambers and certain of its employees and outside auditors whose
conduct the Commission found has caused Chambers' violations of the reporting,
internal controls and recordkeeping provisions of the Exchange Act. The
Commission, while not finding that Mr. Rangos knew of those violations, found
that he had not exercised sufficient oversight over the company's
recordkeeping, internal accounting controls, and financial reporting functions
to assure that Chambers complied with the applicable provisions of the Exchange
Act. Mr. Rangos consented to the issuance of a cease and desist order without
admitting or denying the Commission's findings.

Kosti Shirvanian (Class I) founded Western in 1955 as a sole
proprietorship. He has served as Western's Chairman of the Board of Directors,
President and Chief Executive Officer since Western's incorporation in 1964 and
has been a director of USA Waste since May 1996.

Savey Tufenkian (Class II) helped to establish Western in 1955 and has
served as the Secretary and Treasurer of Western since its incorporation in
1964. In 1988, she was elected as Executive Vice President, Secretary and
Treasurer of Western and served in those positions until May 1996, at which
time she became a director of USA Waste.

Rodney R. Proto is President, Chief Operating Officer and a Director
of Sanifill. Mr. Proto joined Sanifill in February 1992. Prior to such time,
he was employed by Browning-Ferris Industries, Inc. for 12 years where he
served, among other positions, as Chairman of BFI Overseas from 1985 to 1987
and President of Browning-Ferris Industries Europe, Inc. from 1987 through
1991.

MEETINGS, COMMITTEES AND COMPENSATION

The USA Waste Board of Directors held seven meetings in 1995. Each
director attended all of the Board of Directors' meetings in 1995 held during
the period in which he served. For 1995, directors who are not employed by USA
Waste received (i) an annual fee of $18,000 and (ii) a bonus of USA Waste
Common Stock valued at $5,000. At the 1996 annual meeting of the stockholders
of USA Waste, the stockholders approved a proposal designated "Director Plan"
which provides that non-employee directors will receive an annual grant of
options to purchase 10,000 shares of USA Waste Common Stock. Such directors
will not receive any cash compensation or stock bonus as in prior years. In
addition, USA Waste reimburses directors for their travel and out-of-pocket
expenses incurred in attending Board or committee meetings.

The USA Waste Board of Directors has an Audit Committee, a
Compensation and Stock Incentive Plan Committee (the "Compensation Committee")
and an Executive Committee. The Audit Committee reviews external and internal
audit plans and activities, annual financial statements, and the system of
internal financial controls, and approves all significant fees for audit,
audit-related and non-audit services provided by independent auditors. The
Audit

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Committee met once in 1995. The Compensation Committee reviews and recommends
compensation for USA Waste officers and employees and recommends to the Board
of Directors changes in USA Waste's incentive compensation plans. The
Compensation Committee met twice in 1995. The Executive Committee may act for
the Board of Directors when action is required between Board meetings and may
act on behalf of the Board on all but major corporate matters. All actions
taken by the Executive Committee must be reported at the Board's next meeting.
The Executive Committee met three times in 1995. All of the directors attended
all committee meetings during 1995 of the committees of which they were
members.

OFFICERS

Each of the executive officers (including the chief executive
officer and the other four most highly compensated executive officers of USA
Waste) will continue as an executive officer of USA Waste after the Merger.
David Sutherland-Yoest will resign as President of USA Waste effective as of
the Effective Time and will become Regional Vice President -- Atlantic Region.
Rodney R. Proto, Sanifill's President and Chief Operating Officer, will serve
as USA Waste's President and Chief Operating Officer after the Merger. Each of
the executive officers serves at the discretion of the Board of Directors.

AMENDMENT TO USA WASTE RESTATED CERTIFICATE OF INCORPORATION

The authorized capital stock of USA Waste currently consists of
150,000,000 shares of Common Stock, par value $.01 per share, and 10,000,000
shares of Preferred Stock, par value $.01 per share. On the Record Date,
shares of USA Waste Common Stock were issued and outstanding, and
shares were reserved for issuance upon exercise of outstanding
options, warrants and convertible securities.

The Merger will require the issuance of approximately million
shares of USA Waste Common Stock and the reservation for issuance of up to
approximately million additional shares pursuant to outstanding options,
warrants and convertible securities of Sanifill, the sum of which exceeds the
number of shares of USA Waste Common Stock currently authorized, unissued and
not reserved for other purposes. In addition to the shares to be issued in
connection with the Merger, the USA Waste Board of Directors believes that it
is in the best interests of USA Waste to have additional shares of USA Waste
Common Stock available for issuance at its discretion for future acquisitions,
stock splits, stock dividends, equity financings, employee benefit plans and
other corporate purposes. Accordingly, the USA Waste Board of Directors has
proposed an amendment to the Restated Certificate of Incorporation of USA Waste
to increase the number of shares of USA Waste Common Stock available for
issuance from 150,000,000 to 300,000,000. The implementation of the Merger is
conditioned on the adoption of this proposal; however, this proposal is not
conditioned on the consummation of the Merger, and, if approved by the
stockholders of USA Waste, it is the present intent of the USA Waste Board of
Directors to implement this proposal even if the Merger is not consummated.

If the proposal is approved by the stockholders of USA Waste as
described below, the additional shares of USA Waste Common Stock may be issued
from time to time upon authorization of the Board of Directors, without further
approval by the stockholders unless required by applicable law or NYSE rules,
which generally require the approval of a majority of USA Waste's stockholders
when USA Waste Common Stock is to be issued if such USA Waste Common Stock has
voting power equal to or in excess of 20% of the voting power outstanding, and
for such consideration as the USA Waste Board of Directors may determine and as
may be permitted by applicable law. The availability of additional shares of
USA Waste Common Stock for issuance will afford USA Waste greater flexibility
in acting upon proposed transactions.

The increase in authorized shares is not being proposed as a means of
preventing or dissuading a change in control or takeover of USA Waste.
However, use of these shares for such a purpose is possible. Shares of
authorized but unissued or unreserved USA Waste Common Stock and Preferred
Stock, for example, could be issued in an effort

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to dilute the stock ownership and voting power of persons seeking to obtain
control of USA Waste or could be issued to purchasers who would support the
Board of Directors in opposing a takeover proposal. In addition, the increase
in authorized shares, if approved, may have the effect of discouraging a
challenge for control or making it less likely that such a challenge, if
attempted, would be successful.

The proposed amendment does not change the terms of the USA Waste
Common Stock, which does not have preemptive rights. The additional shares of
USA Waste Common Stock for which authorization is sought will have the same
voting rights, the same rights to dividends and distribution and will be
identical in all other respects to the shares of USA Waste Common Stock now
authorized.

Recommendation of the Board of Directors. The Board of Directors of
USA Waste recommends that the stockholders of USA Waste vote FOR the amendment,
which is being proposed by the Board of Directors in order to ensure that (i)
there will be sufficient authorized, unissued and unreserved shares of USA
Waste Common Stock available to effect the Merger (and reserve shares for
issuance pursuant to the Sanifill Options, the Sanifill Warrants and the
Sanifill Convertible Debentures) and (ii) after the Merger, USA Waste will have
shares available for issuance at the Board of Directors' discretion for future
acquisitions, stock splits, stock dividends, equity financings, employee
benefit plans and other corporate purposes.

Vote Required for Approval. Approval of the amendment to the USA
Waste Restated Certificate of Incorporation requires the affirmative vote of a
majority of the outstanding shares of USA Waste Common Stock. If approved by
the stockholders of USA Waste, it is anticipated that this amendment to the
Restated Certificate of Incorporation will become effective as soon as
practicable after the USA Waste Special Meeting. See "The Meetings -- Vote
Required for Approval."

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THE PLAN OF MERGER AND TERMS OF THE MERGER

EFFECTIVE TIME OF THE MERGER

The Merger will become effective at such time as shall be stated in a
certificate of merger to be filed with the Secretary of State of the State of
Delaware. It is anticipated that if the Merger Agreement is approved at the
USA Waste Special Meeting and the Sanifill Special Meeting and all other
conditions to the Merger have been satisfied or waived, the Effective Time
will occur as soon as possible after the Meetings. If all other conditions to
the Merger have not been satisfied prior to the Meetings, however, it is
anticipated that the Effective Time will occur as soon as practicable after
the date on which the last of the conditions to closing contained in the
Merger Agreement is fulfilled or waived. See "-- Conditions to the Merger."

MANNER AND BASIS FOR CONVERTING SHARES

At the Effective Time, each outstanding share of Sanifill Common
Stock will be converted into 1.70 shares of USA Waste Common Stock.

Promptly after the Effective Time, USA Waste will cause the Exchange
Agent to mail to each record holder of Sanifill Common Stock immediately prior
to the Effective Time, a letter of transmittal and other information advising
such holder of the consummation of the Merger and instructions for use in
effecting the surrender of Sanifill Common Stock certificates in exchange for
USA Waste Common Stock certificates and cash in lieu of fractional shares.
Letters of transmittal will also be available following the Effective Time at
the offices of the Exchange Agent. After the Effective Time, there will be no
further registration of transfers on the stock transfer books of Sanifill of
shares of Sanifill Common Stock that were outstanding immediately prior to the
Effective Time. SHARE CERTIFICATES SHOULD NOT BE SURRENDERED FOR EXCHANGE BY
STOCKHOLDERS OF SANIFILL PRIOR TO APPROVAL OF THE MERGER AND THE RECEIPT OF A
LETTER OF TRANSMITTAL.

No fractional shares of USA Waste Common Stock will be issued in the
Merger. Each stockholder of Sanifill otherwise entitled to a fractional share
will receive an amount in cash equal to the value of such fractional share
based upon the average closing sale price of USA Waste Common Stock on the
NYSE during the 10 trading days preceding the Effective Time. No interest
will be paid on such amount, and all shares of Sanifill Common Stock held by a
record holder will be aggregated for purposes of computing the number of
shares of USA Waste Common Stock to be issued in the Merger.

Until such time as a holder of Sanifill Common Stock surrenders his
outstanding stock certificates to the Exchange Agent, together with the letter
of transmittal, the shares of Sanifill Common Stock represented thereby will
be deemed from and after the Effective Time, for all corporate purposes, to
evidence the ownership of the number of full shares of USA Waste Common Stock
into which such shares shall have been converted. Unless and until such
outstanding certificates are surrendered, no dividends payable to the holders
of USA Waste Common Stock, as of any time on or after the Effective Time, will
be paid to the holders of such outstanding certificates. Upon surrender of
the certificates previously representing shares of Sanifill Common Stock, the
holder thereof will receive certificates representing the whole number of
shares of USA Waste Common Stock to which he or she is entitled, cash in lieu
of fractional shares and the amount of any dividends payable which theretofore
became payable to holders of USA Waste Common Stock on or after the Effective
Time with respect to such shares, without interest thereon.

ASSUMPTION OF SANIFILL OPTIONS AND SANIFILL WARRANTS

The Merger Agreement provides that USA Waste and Sanifill will take
such actions as may be necessary to cause each unexpired and unexercised
Sanifill Option and Sanifill Warrant to be automatically converted at the
Effective Time into an option or warrant, as the case may be, to purchase a
number of shares of USA Waste Common Stock equal to the number of shares of
Sanifill Common Stock that could have been purchased under the Sanifill Option
or Sanifill Warrant multiplied by the Exchange Ratio, at a price per share of
USA Waste Common Stock equal to the

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exercise price determined pursuant to the Sanifill Option or Sanifill Warrant
divided by the Exchange Ratio, and subject to the same terms and conditions as
the Sanifill Option or Sanifill Warrant (including anti-dilution provisions).
USA Waste will assume all of Sanifill's obligations with respect to the
Sanifill Options and Sanifill Warrants as so amended and shall, from and after
the Effective Time, make available for issuance upon exercise of any such
Sanifill Options and Sanifill Warrants all shares of USA Waste Common Stock
covered thereby.

TREATMENT OF SANIFILL CONVERTIBLE DEBENTURES

The Sanifill Convertible Debentures that are outstanding immediately
prior to the Effective Time will remain outstanding subsequent to the
Effective Time as debt instruments of the Surviving Corporation, subject to
their respective terms and conditions and the execution and delivery of a
supplemental indenture in the form required thereby. After the Effective
Time, each outstanding Sanifill Convertible Debenture will be convertible into
the amount of shares of USA Waste Common Stock (and cash in lieu of fractional
shares) that the holder thereof would have had the right to receive if such
Sanifill Convertible Debenture had been converted immediately prior to the
Effective Time, subject to subsequent anti-dilution adjustments as provided in
the terms of the Sanifill Convertible Debentures. After the Merger, Sanifill
must enter into a supplemental indenture with the Trustee providing for such
conversion right into shares of USA Waste Common Stock. As of March 31, 1996,
$115 million in aggregate principal amount of Sanifill Convertible Debentures
were outstanding (which are convertible into 2,389,610 shares of Sanifill
Common Stock). In connection with or after the Merger, USA Waste may become a
co-obligor under or a guarantor of the Sanifill Convertible Debentures but no
definitive decision in this regard has been made by USA Waste.

The Indenture governing the Sanifill Convertible Debentures and the
resolutions of the Board of Directors of Sanifill creating such series
(collectively, the "Indenture") provide that the holders of Sanifill
Convertible Debentures have the right to convert the Sanifill Convertible
Debentures into Sanifill Common Stock at any time at a conversion price of $48
1/8 per share. The Indenture also provides that Sanifill may redeem the
Sanifill Convertible Debentures at any time after March 15, 1999 at 102.5% of
the principal amount thereof (declining annually to par on March 1, 2002).
Finally, the Indenture provides that Sanifill must offer to purchase all of
the outstanding Sanifill Convertible Debentures upon a Change in Control (as
hereinafter defined) at 100% of the principal amount thereof plus accrued
interest. Under the Indenture a "Change in Control" means (i) the acquisition
by any person of 50% of the voting power of the capital stock of Sanifill or
(ii) any merger involving Sanifill; provided, however, that a Change in
Control shall not be deemed to have occurred if either (a) all the
consideration paid for Sanifill Common Stock (excluding cash for fractional
shares) in the transaction consists of shares of common stock listed on the
NYSE or other national securities exchange or quoted on The Nasdaq Stock
Market, Inc. and as a result of the transactions the Sanifill Convertible
Debentures become convertible solely into such common stock or (b) the
closing price per share for specified periods equals or exceeds 105% of the
conversion price then in effect. The Merger will not constitute a "Change in
Control" because it will meet the conditions in clause (a) of the proviso.

CONDITIONS TO THE MERGER

The respective obligations of USA Waste and Sanifill to consummate
the Merger are subject to the satisfaction of the following conditions: (a)
the Merger Agreement and the transactions contemplated thereby shall have been
approved and adopted by the requisite vote of the stockholders of USA Waste
and the stockholders of Sanifill under applicable law and applicable listing
requirements; (b) the USA Waste Common Stock issuable in the Merger and to be
reserved for issuance upon exercise of stock options or warrants or the
conversion of convertible securities shall have been authorized for listing on
the NYSE upon official notice of issuance; (c) the waiting period applicable
to consummation of the Merger under the HSR Act shall have expired or been
terminated; (d) the Registration Statement shall have become effective in
accordance with the provisions of the Securities Act, and no stop order
suspending such effectiveness shall have been issued and remain in effect and
no proceeding for that purpose shall have been instituted by the Commission or
any state regulatory authorities; (e) no preliminary or permanent injunction
or other order or decree by any federal or state court which prevents the
consummation of the Merger shall have been issued and remain in effect (each
party agreeing to use its reasonable efforts to have any such injunction,
order or decree lifted); (f) no action shall have been taken, and no statute,
rule or regulation shall have been enacted, by any state or federal

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government or governmental agency in the United States which would prevent the
consummation of the Merger or make the consummation of the Merger illegal; (g)
all governmental waivers, consents, orders and approvals legally required for
the consummation of the Merger and the transactions contemplated hereby, and
all consents from lenders required to consummate the Merger, shall have been
obtained and be in effect at the Effective Time, except where failure to
obtain the same would not be reasonably likely to have a material adverse
effect on the business, operations, properties, assets, liabilities, condition
(financial or other) or results of operations of Sanifill and its
subsidiaries, taken as a whole, following the Effective Time; (h) Coopers &
Lybrand L.L.P., certified public accountants for USA Waste, shall have
delivered a letter, dated the Closing Date (as hereinafter defined), addressed
to USA Waste, in form and substance satisfactory to USA Waste, to the effect
that the Merger will qualify for a "pooling of interests" accounting treatment
if consummated in accordance with the Merger Agreement; and (i) Arthur
Andersen LLP, certified public accountants for Sanifill, shall have delivered
a memorandum, dated the Closing Date, addressed to Sanifill, in form and
substance reasonably satisfactory to Sanifill, stating that the Merger will
qualify for a "pooling of interests" accounting treatment if consummated in
accordance with the Merger Agreement.

The obligation of Sanifill to effect the Merger is further subject to
the fulfillment of the following additional conditions: (a) USA Waste and
Acquisition shall have performed in all material respects their agreements
contained in the Merger Agreement required to be performed on or prior to the
date on which the transactions contemplated by the Merger Agreement are
consummated (the "Closing Date"), and the representations and warranties of
USA Waste and Acquisition contained in the Merger Agreement shall be true and
correct in all material respects on and as of the date made and (except to the
extent that such representations and warranties speak as of an earlier date)
on and as of the Closing Date as if made at and as of such date, and Sanifill
shall have received a certificate of the Chairman of the Board and Chief
Executive Officer, the President or a Vice President of USA Waste and of the
President and Chief Executive Officer or a Vice President of Acquisition to
that effect; (b) Sanifill shall have received an opinion of its legal counsel,
Baker & Botts, L.L.P., in form and substance reasonably satisfactory to
Sanifill, dated the Closing Date, to the effect that Sanifill and the holders
of Sanifill Common Stock (except to the extent any stockholders receive cash
in lieu of fractional shares) will recognize no gain or loss for federal
income tax purposes as a result of consummation of the Merger; (c) since June
22, 1996, there shall have been no changes that constitute, and no event or
events (including, without limitation, litigation developments) shall have
occurred which have resulted in or constitute, a material adverse change in
the business, operations, properties, assets, condition (financial or other)
or results of operations of USA Waste and its subsidiaries, taken as a whole,
except for changes that affect the industries in which USA Waste and its
subsidiaries operate generally; and (d) all governmental waivers, consents,
orders and approvals legally required for the consummation of the Merger and
the transactions contemplated by the Merger Agreement shall have been obtained
and be in effect at the Closing Date, except for such waivers, consents,
orders and approvals the failure of which to have been obtained would not have
a material adverse effect on the business, operations, properties, assets,
condition (financial or other) or results of operations of USA Waste and its
subsidiaries, taken as a whole, following the Effective Time and no
governmental authority shall have promulgated after June 22, 1996 any statute,
rule or regulation which, when taken together with all other such
promulgations, would materially impair the value to Sanifill of the Merger.

The obligation of USA Waste and Acquisition to effect the Merger is
further subject to the fulfillment of the following additional conditions: (a)
Sanifill shall have performed in all material respects its agreements in the
Merger Agreement required to be performed on or prior to the Closing Date, and
the representations and warranties of Sanifill contained in the Merger
Agreement shall be true and correct in all material respects on and as of the
date made and on and as of the Closing Date as if made at and as of such date,
and USA Waste shall have received a certificate of the President and Chief
Executive Officer or of a Vice President of Sanifill to that effect; (b) USA
Waste shall have received an opinion of its counsel, Andrews & Kurth L.L.P.,
in form and substance reasonably satisfactory to USA Waste, dated the Closing
Date, to the effect that USA Waste and Acquisition will recognize no gain or
loss for federal income tax purposes as a result of consummation of the
Merger; (c) USA Waste shall have received from each principal executive
officer, each director, and each other person who is an "affiliate," as that
term is defined in paragraphs (c) and (d) of Rule 145 under the Securities
Act, of USA Waste or Sanifill, as the case may be, written agreements to the
effect that such person will not offer to sell, sell or otherwise dispose of
any shares of USA Waste Common Stock issued in the Merger, except, in each
case, pursuant to an effective registration statement or in compliance with
Rule 145, as amended from time to time, or in a transaction which, in the
opinion of legal counsel satisfactory to USA Waste, is exempt from

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the registration requirements of the Securities Act and, in any case, until
after the results covering 30 days of post-Merger combined operations of USA
Waste and Sanifill have been filed with the Commission, sent to stockholders
of USA Waste or otherwise publicly issued; (d) since June 22, 1996, there
shall have been no changes that constitute, and no event or events (including,
without limitation, litigation developments) shall have occurred which have
resulted in or constitute, a material adverse change in the business,
operations, properties, assets, condition (financial or other) or results of
operations of Sanifill and its subsidiaries, taken as a whole, except for
changes that affect the industries in which Sanifill and its subsidiaries
operate generally; and (e) all governmental waivers, consents, orders and
approvals legally required for the consummation of the Merger and the
transactions contemplated by the Merger Agreement shall have been obtained and
be in effect at the Closing Date, except for such waivers, consents, orders
and approvals the failure of which to have been obtained would not have a
material adverse effect on the business, operations, properties, assets,
condition (financial or other) or results of operations of Sanifill and its
subsidiaries, taken as a whole, following the Effective Time, and no
governmental authority shall have promulgated after June 22, 1996 any statute,
rule or regulation which, when taken together with all other such
promulgations, would materially impair the value to USA Waste of the Merger.

Neither USA Waste nor Acquisition has any obligation to consummate
the Merger if any condition to its obligation to consummate the Merger is not
satisfied on or prior to the Closing Date of the Merger, and Sanifill has no
obligation to consummate the Merger if any condition to its obligation to
consummate the Merger is not satisfied on or prior to the Closing Date of the
Merger. However, termination of the Merger Agreement will not relieve either
party from liability for any willful or intentional breach of the Merger
Agreement. At any time prior to the Effective Time, USA Waste, Acquisition or
Sanifill may (a) extend the time for the performance of any of the obligations
or other acts of the other party or parties, (b) waive any inaccuracies in the
representations and warranties contained in the Merger Agreement or in any
document delivered pursuant thereto and (c) waive compliance with any of the
agreements or conditions contained in the Merger Agreement.

In connection with the consummation of the Merger, USA Waste will
seek to obtain any consent or amendment as may be necessary pursuant to USA
Waste's Revolving Credit Agreement, dated as of May 7, 1996, by and among USA
Waste and The First National Bank of Boston, Bank of America Illinois, Morgan
Guaranty Trust Company of New York and other financial institutions.

Under the terms of an Indenture (the "Indenture"), dated as of March
1, 1996, between Sanifill and Texas Commerce Bank National Association, as
trustee, relating to the Sanifill Convertible Debentures, Sanifill is required
to deliver to the trustee an officers' certificate and an opinion of counsel,
each stating that the Merger complies with the terms of the Indenture and that
all conditions precedent provided for in the Indenture relating thereto have
been complied with. The Indenture also requires Sanifill to give written
notice to all holders of convertible debt issued under the Indenture at least
20 days before the Effective Time of the Merger.

Implementaion of the Merger is also conditioned on adoption by the
stockholders of USA Waste of Proposal No. 2 to amend the Restated Certificate
of Incorporation of USA Waste to increase the number of authorized shares of
USA Waste Common Stock to 300,000,000 shares. See "Amendment to USA Waste
Restated Certificate of Incorporation."

REPRESENTATIONS AND WARRANTIES OF USA WASTE AND SANIFILL

In the Merger Agreement, USA Waste and Sanifill have made various
representations and warranties relating to, among other things, their
respective businesses and financial condition, the accuracy of their various
filings with the Commission, the satisfaction of certain legal requirements
for the Merger and the absence of undisclosed liabilities or material
litigation matters. In addition, Sanifill has represented that the Sanifill
Board of Directors has taken all necessary action to amend the Sanifill
Preferred Stock Rights Agreement so that none of the triggering events under
such agreement will occur or cause such rights to become exercisable.

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SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS

None of the representations, warranties and agreements contained in
the Merger Agreement will survive the consummation of the Merger with the
exception of the obligations of USA Waste to (i) take such action as is
necessary to cause its Board of Directors immediately following the Effective
Time to be composed of 12 members, three of which are to be designated by
Sanifill prior to the Effective Time, and one of which is to be appointed to
the Executive Committee of the Board of Directors of USA Waste (see "The
Merger and Related Transactions -- Board of Directors After the Merger"), (ii)
appoint Rodney R. Proto as President and Chief Operating Officer of USA Waste
effective as of the Effective Time (see "The Merger and Related Transactions
-- Board of Directors After the Merger"), (iii) transfer its principal
executive office to Houston, Texas as soon as practicable after the Effective
Time (see "-- Office Relocation"), (iv) appoint an Exchange Agent and provide
the Exchange Agent with a sufficient number of shares of USA Waste Common
Stock and cash in lieu of fractional shares for delivery upon surrender of the
certificates representing shares of Sanifill Common Stock (see "-- Manner and
Basis for Converting Shares"), (v) assume the obligations of Sanifill in
connection with its outstanding options and warrants (as amended to provide
for the issuance of USA Waste Common Stock upon the exercise thereof), make
available for issuance upon exercise of the same all shares of USA Waste
Common Stock to be covered thereby and amend its registration statement on
Form S-8 or file a new registration statement to cover the additional shares
of USA Waste Common Stock to be issued upon the exercise thereof (see "--
Assumption of Sanifill Options and Sanifill Warrants"), and (vi) provide
indemnification and directors' and officers' liability insurance to certain
directors and officers of Sanifill (see "-- Indemnification and Insurance").

CONDUCT OF THE BUSINESS OF USA WASTE AND SANIFILL PRIOR TO THE MERGER

Pursuant to the Merger Agreement, Sanifill has agreed that, prior to
the Effective Time, and except as otherwise agreed to in writing by USA Waste
and except as set forth in the Merger Agreement or disclosed to USA Waste
before execution of the Merger Agreement, it shall, and shall cause each of
its subsidiaries to: (a) conduct their respective businesses in the ordinary
and usual course of business and consistent with past practice; (b) not (i)
amend or propose to amend their respective charter or bylaws, (ii) split,
combine or reclassify their outstanding capital stock or (iii) declare, set
aside or pay any dividend or distribution payable in cash, stock, property or
otherwise, except for the payment of dividends or distributions by a wholly
owned subsidiary of Sanifill; (c) not issue, sell, pledge or dispose of, or
agree to issue, sell, pledge or dispose of, any additional shares of, or any
options, warrants or rights of any kind to acquire any shares of, their
capital stock of any class or any debt or equity securities convertible into
or exchangeable for such capital stock, except that (i) Sanifill may issue
shares upon conversion of convertible securities and exercise of options and
warrants outstanding on the date of the Merger Agreement and (ii) Sanifill may
issue shares of Sanifill Common Stock in connection with acquisitions of
assets or businesses pursuant to the proviso contained in clause (d) below;
(d) not (i) incur or become contingently liable with respect to any
indebtedness for borrowed money other than (A) borrowings in the ordinary
course of business, (B) borrowings to refinance existing indebtedness on terms
which are reasonably acceptable to USA Waste or (C) as set forth in the
proviso contained in this clause (d), (ii) redeem, purchase, acquire or offer
to purchase or acquire any shares of their capital stock, or any options,
warrants or rights to acquire any of their capital stock, or any security
convertible into or exchangeable for their capital stock, (iii) take any
action that would jeopardize the treatment of the Merger as a "pooling of
interests" under Accounting Principles Board Opinion No. 16, (iv) take or fail
to take any action which action or failure to take action would cause Sanifill
or its stockholders (except to the extent that any stockholders receive cash
in lieu of fractional shares and except to the extent of stockholders in
special circumstances) to recognize any gain or loss for federal income tax
purposes as a result of the consummation of the Merger or would otherwise
cause the Merger not to qualify as a reorganization under Section 368 of the
Code, (v) make any acquisition of any assets or businesses other than
expenditures for current assets in the ordinary course of business and
expenditures for fixed or capital assets in the ordinary course of business
and consistent with Sanifill's capital budget disclosed in its disclosure
schedule and other than as set forth in the proviso of this clause (d), (vi)
sell, pledge, dispose of or encumber any material assets or businesses other
than sales in the ordinary course of business or (vii) enter into any binding
contract, agreement, commitment or arrangement with respect to any of the
foregoing; provided, however, that notwithstanding the foregoing, (other than
subsections (iii) and (iv) of this clause (d)) Sanifill shall not be
prohibited from acquiring any assets or businesses or issuing Sanifill Common
Stock or incurring or assuming indebtedness in connection with such
acquisitions so long as (x) the aggregate value of

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consideration paid or payable in connection with all such acquisitions,
including any funded indebtedness assumed and any Sanifill Common Stock
(valued for purposes of this limitation at a price per share equal to the
price of Sanifill Common Stock on the date an agreement in respect of an
acquisition is entered into) issued or issuable in connection with such
acquisitions, does not exceed $80 million (excluding any acquisitions for
which a letter of intent has been executed and which were disclosed to USA
Waste before the execution of the Merger Agreement), (y) the aggregate value
of consideration paid or payable for any one such acquisition, including any
funded indebtedness assumed and any Sanifill Common Stock (valued for purposes
of this limitation at a price per share equal to the price of Sanifill Common
Stock on the date an agreement in respect of an acquisition is entered into)
issued or issuable in connection with such acquisition, does not exceed $20
million (excluding any acquisitions for which a letter of intent has been
executed and which are identified on Sanifill's disclosure schedule) and (z)
Sanifill will not acquire or agree to acquire any assets or business if such
acquisition or agreement may reasonably be expected to delay the consummation
of the Merger; (e) use all reasonable efforts to preserve intact their
respective business organizations and goodwill, keep available the services of
their respective present officers and key employees, preserve the goodwill and
business relationships with customers and others having business relationships
with them and not engage in any action, directly or indirectly, with the
intent to adversely impact the transactions contemplated by the Merger
Agreement; (f) subject to restrictions imposed by applicable law, confer on a
regular and frequent basis with one or more representatives of USA Waste to
report operational matters of materiality and the general status of ongoing
operations; (g) not enter into or amend any employment, severance, special pay
arrangement with respect to termination of employment or other similar
arrangements or agreements with any directors, officers or key employees,
except in the ordinary course and consistent with past practice; provided,
however, that Sanifill and its subsidiaries shall in no event enter into any
written employment agreement; (h) not adopt, enter into or amend any bonus,
profit sharing, compensation, stock option, pension, retirement, deferred
compensation, health care, employment or other employee benefit plan,
agreement, trust, fund or arrangement for the benefit or welfare of any
employee or retiree, except as required to comply with changes in applicable
law; (i) use commercially reasonable efforts to maintain with financially
responsible insurance companies insurance on their tangible assets and their
businesses in such amounts and against such risks and losses as are consistent
with past practice; and (j) not make, change or revoke any material tax
election or make any material agreement or settlement regarding taxes with any
taxing authority.

Pursuant to the Merger Agreement, USA Waste has agreed that, prior to
the Effective Time, and except as otherwise agreed to in writing by Sanifill,
it shall, and shall cause each of its subsidiaries to: (a) conduct their
respective businesses in the ordinary and usual course of business and
consistent with past practice; (b) not (i) amend or propose to amend their
respective charter (except for the amendment to USA Waste's Restated
Certificate of Incorporation to increase the number of authorized shares of
USA Waste Common Stock) or bylaws, (ii) split, combine or reclassify (whether
by stock dividend or otherwise) their outstanding capital stock or (iii)
declare, set aside or pay any dividend or distribution payable in cash, stock,
property or otherwise, except for the payment of dividends or distributions by
a wholly owned subsidiary of USA Waste; (c) not issue, sell, pledge, or
dispose of, or agree to issue, sell, pledge or dispose of, any additional
shares of, or any options, warrants or rights of any kind to acquire any
shares of, their capital stock of any class or any debt or equity securities
convertible into or exchangeable for such capital stock, except that (i) USA
Waste may issue shares upon conversion of convertible securities and exercise
of options outstanding on the date hereof, (ii) USA Waste may issue options
(and shares upon exercise of such options) pursuant to its employee stock
option plans in effect on the date hereof in the ordinary course of business
and consistent with past practices and (iii) USA Waste may issue shares of
capital stock (or warrants or options to acquire capital stock) in connection
with acquisitions of assets or businesses pursuant to the proviso contained in
clause (d) below; (d) not (i) incur or become contingently liable with respect
to any indebtedness for borrowed money other than (A) borrowings in the
ordinary course of business, (B) borrowings to refinance existing indebtedness
on terms which are reasonably acceptable to Sanifill or (C) as set forth in
the proviso in this clause (d), (ii) redeem, purchase, acquire or offer to
purchase or acquire any shares of their capital stock, or any options,
warrants or rights to acquire any of their capital stock, or any security
convertible into or exchangeable for their capital stock, (iii) take any
action which would jeopardize the treatment of the Merger as a "pooling of
interests" under Accounting Principles Board Opinion No. 16, or (iv) take or
fail to take any action which action or failure to take action would cause USA
Waste or its stockholders to recognize gain or loss for federal income tax
purposes as a result of the consummation of the Merger or would otherwise
cause the Merger not to qualify as a reorganization under Section 368 of the
Code, (v) sell, pledge, dispose of or encumber any material assets

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or businesses other than sales in the ordinary course of business, (vi) make
any acquisition of any assets or businesses other than expenditures for
current assets in the ordinary course of business and expenditures for fixed
or capital assets in the ordinary course of business and other than as set
forth in the proviso of this clause (d), or (vii) enter into any binding
contract, agreement, commitment or arrangement with respect to any of the
foregoing; provided, however, that notwithstanding the foregoing (other than
subsections (iii) and (iv) of this clause (d)), USA Waste shall not be
prohibited from acquiring any assets or businesses or issuing capital stock
(or warrants or options to acquire capital stock) or incurring or assuming
indebtedness in connection with such acquisitions so long as (x) the aggregate
value of consideration paid or payable in connection with all such
acquisitions, including any funded indebtedness assumed and any USA Waste
Common Stock (valued for purposes of this limitation at a price per share
equal to the price of USA Waste Common Stock on the date an agreement in
respect of an acquisition is entered into) issued or issuable in connection
with such acquisitions, does not exceed $160 million (excluding any
acquisitions for which a letter of intent has been executed and which were
disclosed to Sanifill before the execution of the Merger Agreement), (y) the
aggregate value of consideration paid or payable for any one such acquisition,
including any funded indebtedness assumed and any USA Waste Common Stock
(valued for purposes of this limitation at a price per share equal to the
price of USA Waste Common Stock on the date an agreement in respect of an
acquisition is entered into) issued or issuable in connection with such
acquisition, does not exceed $40 million (excluding any acquisitions for which
a letter of intent has been executed and which were disclosed to Sanifill
before the execution of the Merger Agreement) and (z) USA Waste will not
acquire or agree to acquire any assets or business if such acquisition or
agreement may reasonably be expected to delay the consummation of the Merger;
(e) use all reasonable efforts to preserve intact their respective business
organizations and goodwill, keep available the services of their respective
present officers and key employees, preserve the goodwill and business
relationships with customers and others having business relationships with
them and not engage in any action, directly or indirectly, with the intent to
adversely impact the transactions contemplated by the Merger Agreement; (f)
subject to restrictions imposed by applicable law, confer on a regular and
frequent basis with one or more representatives of Sanifill to report
operational matters of materiality and the general status of ongoing
operations; and (g) use commercially reasonable efforts to maintain with
financially responsible insurance companies insurance on their tangible assets
and their businesses in such amounts and against such risks and losses as are
consistent with past practice.

NO SOLICITATION OF ACQUISITION TRANSACTIONS

The Merger Agreement further provides that prior to the Effective Date
or earlier termination of the Merger Agreement, Sanifill shall not, and shall
not permit any of its subsidiaries to, initiate, solicit, negotiate, encourage
or provide non-public confidential information to facilitate, and Sanifill
shall, and shall cause each of its subsidiaries to, cause any officer, director
or employee of, or any attorney, accountant, investment banker, financial
advisor or other agent retained by it, not to initiate, solicit, negotiate,
encourage or provide non-public or confidential information to facilitate, any
proposal or offer to acquire all or any substantial part of the business and
properties of Sanifill or any capital stock of Sanifill, whether by merger,
purchase of assets, tender offer or otherwise, whether for cash, securities or
any other consideration or combination thereof (any such transactions being
referred to herein as an "Acquisition Transaction"); provided, however, that
(i) Sanifill may, in response to an unsolicited written proposal or indication
of interest with respect to a potential or proposed Acquisition Transaction
("Acquisition Proposal"), furnish (subject to the execution of a
confidentiality agreement and standstill agreement containing provisions
substantially similar to the confidentiality and standstill provisions of the
confidentiality agreements executed by USA Waste and Sanifill) confidential or
non-public information to a financially capable corporation, partnership,
person or other entity or group (a "Potential Acquirer") and negotiate with
such Potential Acquirer if Sanifill's board of directors, after consulting with
its outside legal counsel, determines in good faith that the failure to provide
such confidential or non-public information to or negotiate with such Potential
Acquirer would constitute a breach of its fiduciary duty to its stockholders
and (ii) Sanifill's Board of Directors may take and disclose to Sanifill's
stockholders a position contemplated by Rule 14e-2 under the Exchange Act.
Sanifill shall immediately notify USA Waste after receipt of any Acquisition
Proposal or any request for non-public information relating to Sanifill or its
subsidiaries in connection with an Acquisition Proposal or for access to the
properties, books or records of Sanifill or any subsidiary by any person or
entity that informs the Board of Directors of Sanifill or such subsidiary that
it is considering making, or has made, an Acquisition Proposal. Such

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notice to USA Waste shall be made orally and in writing and shall indicate in
reasonable detail the identity of the Potential Acquirer and the terms and
conditions of such proposal, inquiry or contact.

CONDUCT OF THE BUSINESS OF THE COMBINED COMPANIES FOLLOWING THE MERGER

Following the Merger, Sanifill will be a wholly owned subsidiary of
USA Waste. Pursuant to the Merger Agreement, the Certificate of Incorporation
and the Bylaws of Acquisition, as in effect immediately prior to the Effective
Time, will be the Certificate of Incorporation and Bylaws of the surviving
corporation and thereafter may be amended in accordance with their terms and
as provided in the DGCL. In connection with the execution of the Merger
Agreement, USA Waste and Sanifill entered into the Indemnification Letter
Agreement which provides that the Certificate of Incorporation of the
Surviving Corporation as of the Effective Time will contain provisions for the
indemnification of officers and directors and related matters identical to the
provisions governing such matters contained in the USA Waste Restated
Certificate of Incorporation as of June 22, 1996.

TERMINATION OR AMENDMENT

Termination. The Merger Agreement may be terminated under certain
circumstances, including (a) with the mutual written consent of USA Waste and
Sanifill or (b) either by USA Waste or Sanifill at any time prior to the
consummation of the Merger (i) if the Merger is not completed by December 31,
1996, for reasons other than delay on the part of the party requesting
termination (the "Terminating Party"); (ii) if the representations and
warranties of the non-Terminating Party shall fail to be true and correct in
all material respects on and as of the date made or, except in the case of any
such representations and warranties made as of a specified date, on and as of
any subsequent date as if made at and as of such subsequent date and such
failure shall not have been cured within 30 days after written notice of such
failure is given to the non-Terminating Party by the Terminating Party; (iii)
if the Merger is enjoined by a final, unappealable court order not entered at
the request or with the support of the party requesting termination; (iv) if
the non-Terminating Party (x) fails to perform in any material respect any of
its material covenants in the Merger Agreement and (y) does not cure such
default in all material respects within 30 days after notice of such default
is given to the non-Terminating Party by the Terminating Party; and (v) if the
stockholders of the non-Terminating Party fail to approve the Merger at a duly
held meeting of the stockholders called for such purpose or any adjournment
thereof. Additionally, Sanifill may terminate the Merger Agreement (i) if (x)
Sanifill receives an offer or proposal from any Potential Acquirer (excluding
any affiliate of Sanifill or any group of which any affiliate of Sanifill is a
member) with respect to a merger, sale of substantial assets or other business
combination involving Sanifill, (y) Sanifill's Board of Directors determines,
in good faith and after consultation with an independent financial advisor,
that such offer or proposal (if consummated pursuant to its terms) would
result in an Acquisition Transaction more favorable to Sanifill's stockholders
than the Merger (any such offer or proposal being referred to as a "Superior
Proposal") and resolves to accept such Superior Proposal and (z) Sanifill
shall have given USA Waste two days' prior written notice of its intention to
terminate; (ii) if (x) a tender or exchange offer is commenced by a Potential
Acquirer (excluding any affiliate of Sanifill or any group of which any
affiliate of Sanifill is a member) for all outstanding shares of Sanifill
Common Stock; (y) Sanifill's Board of Directors determines, in good faith and
after consultation with an independent financial advisor, that such offer
constitutes a Superior Proposal and resolves to accept such Superior Proposal
or recommend to the stockholders that they tender their shares in such tender
or exchange offer and (z) Sanifill shall have given USA Waste two days' prior
written notice of its intention to terminate. Similarly, USA Waste may
terminate the Merger Agreement if the Board of Directors of Sanifill shall
have resolved to accept a Superior Proposal or shall have recommended to
Sanifill's stockholders that they tender their shares in a tender or an
exchange offer commenced by a third party (excluding any affiliate of USA
Waste or any group of which any affiliate of USA Waste is a member). However,
termination of the Merger Agreement will not relieve either party from
liability for any breach of the Merger Agreement.

The Merger Agreement may not be amended except by action taken by the
respective Boards of Directors of the parties or duly authorized committees
thereof and then only by an instrument in writing signed on behalf of each
party and in compliance with applicable law. Such amendment may take place at
any time prior to the Closing Date, whether before or after approval by the
stockholders of USA Waste, Sanifill or Acquisition.

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TERMINATION FEES

Sanifill and USA Waste have each agreed to pay a termination fee to
the other party should certain of the termination rights described in "--
Termination or Amendment" above be exercised under certain circumstances.
Sanifill has agreed to pay USA Waste a fee of $39 million if (a) Sanifill
terminates the Merger Agreement in connection with a Superior Proposal as
described in "-- Termination or Amendment" above or (b) USA Waste terminates
the Merger Agreement as described in clause (b)(iv) of "-- Termination or
Amendment" above; provided, however, that USA Waste shall not be entitled to
receive such termination fee if the standstill provisions contained in the
Confidentiality Agreement between USA Waste and Sanifill have lapsed and are
no longer in force and effect because (a) (i) a third party, other than a
third party who is an affiliate or is acting in concert with USA Waste,
commences a tender or exchange offer for 20% or more of the Sanifill Common
Stock, (ii) a third party, other than a third party who is an affiliate or is
acting in concert with USA Waste, acquires beneficial ownership of 20% or more
of the Sanifill Common Stock or (iii) Sanifill has agreed to a merger,
consolidation or other acquisition of Sanifill or an acquisition of all or
substantially all of the assets of Sanifill and (b) USA Waste has, following
the occurrence of an event described in (a)(i), (ii) or (iii) above, taken
actions that would otherwise be prohibited by the standstill provisions of the
Confidentiality Agreement. See "-- Other Agreements." USA Waste has agreed
to pay a fee of $39 million if Sanifill terminates the Merger Agreement as
described in clause (b)(iv) of "-- Termination or Amendment" above.

EXPENSES

The Merger Agreement provides that all costs and expenses incurred in
connection with the Merger Agreement and the transactions contemplated thereby
shall be paid by the party incurring such expenses, except that those expenses
incurred in connection with the printing and filing of this Joint Proxy
Statement and Prospectus shall be shared equally by USA Waste and Sanifill and
except as provided in "--Termination Fees."

OFFICE RELOCATION

Pursuant to the terms of the Merger Agreement, USA Waste has agreed
to transfer its principal executive offices to Houston, Texas, as soon as
practicable after the Effective Time.

INDEMNIFICATION AND INSURANCE

The Merger Agreement provides for the indemnification by USA Waste,
to the fullest extent permitted under applicable law, of the present and
former directors, officers, employees and agents of Sanifill or any of its
subsidiaries against any costs or expenses (including attorneys fees),
judgments, fines, losses, claims, damages, liabilities and amounts paid in
settlement in connection with any actual or threatened claim, action, suit,
proceeding or investigation, whether civil or criminal, administrative or
investigative, arising out of, relating to, or in connection with any action
or omission occurring prior to the Effective Time (including, without
limitation, acts or omissions in connection with such persons serving as an
officer, director or other fiduciary in any entity if such service was at the
request or for the benefit of Sanifill) or arising out of or pertaining to the
transactions contemplated by the Merger Agreement. In connection with the
execution of the Merger Agreement, USA Waste and Sanifill entered into the
Indemnification Letter Agreement which provides that the Certificate of
Incorporation of the Surviving Corporation as of the Effective Time will
contain provisions for the indemnification of officers and directors and
related matters identical to the provisions governing such matters contained
in the USA Waste Restated Certificate of Incorporation as of June 22, 1996.
In addition, the Merger Agreement provides that the indemnification provisions
of the Certificate of Incorporation of the Surviving Corporation as in effect
at the Effective Time, shall not be amended, repealed or otherwise modified
for a period of six years from the Effective Time in any manner that would
adversely affect the rights thereunder of individuals who at the Effective
Time were directors, officers, employees or agents of Sanifill, unless such
modification is required by law. Finally, pursuant to the terms of the Merger
Agreement, USA Waste has agreed to maintain in effect, for a period of six
years after the Effective Time, the current policies of directors' and
officers' liability insurance maintained by Sanifill and its subsidiaries (or
substantially equivalent policies) with respect to matters arising prior to
the Effective Time; provided,

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however, that USA Waste is only required to obtain as much coverage as can be
obtained by paying an annual premium less than or equal to two times the
current annual premiums for such insurance coverage.

OTHER AGREEMENTS

In connection with the Merger, USA Waste and Sanifill have entered
into confidentiality agreements (the "Confidentiality Agreements") whereby
each of USA Waste and Sanifill have agreed to keep all confidential
information with respect to each other confidential and not to disclose or
reveal any such information to any third parties, subject to certain
exceptions. In addition, the Confidentiality Agreements prohibit each party
and its affiliates, for a period of two years, from (i) acquiring or offering
to acquire beneficial ownership of more than 1% of the voting securities of
the other party, (ii) soliciting or encouraging others to solicit proxies with
respect to the election of directors of the other party or otherwise for the
purpose of acquiring control of the other party, or communicate with or seek
to advise or influence any entity or person with respect to the other party's
voting securities or (iii) making a public proposal to the other party
concerning a merger or consolidation with, or acquisition of, the other party
or take any action which would require the other party to make certain public
announcements; (iv) otherwise join or form a group for the purpose of
acquiring, holding, voting or disposing of any voting securities of the other
party or encourage, advise or provide certain assistance to others to do any
of the foregoing; or (v) request that the board of directors of the other
party waive any of the foregoing provisions. The Confidentiality Agreements
include provisions stating that if (x) a third party, other than a third party
who is an affiliate or is acting in concert with a party subject to the
Confidentiality Agreement, (1) commences a tender offer for 20% or more of the
outstanding shares of the other party's common stock or (2) acquires
beneficial ownership of more than 20% of the outstanding shares of the other
party's common stock or (y) the other party agrees to a merger, consolidation
or other acquisition of such party or an acquisition of all or substantially
all of the assets of such party, then provisions (i) through (v) above shall
lapse and be of no effect.

After the consummation of the Merger, Rodney R. Proto, the President
and Chief Operating Officer of Sanifill, will become the President and Chief
Operating Officer and a director of USA Waste. In addition, Mr. Proto and USA
Waste expect to enter into an employment agreement at a salary to be agreed
upon and on other terms substantially similar to those contained in employment
agreements between USA Waste and its current executive officers.

Lorne D. Bain, the Chairman and Chief Executive Officer of Sanifill,
has entered into an employment and non-competition agreement with USA Waste
and Sanifill pursuant to which Mr. Bain will continue as an employee of USA
Waste and Sanifill after the Effective Time, providing advice and services to
assist with the integration of the companies and other services as reasonably
requested by the chief executive officer of USA Waste. For these services,
Mr. Bain will be paid a salary of $500,000 per annum and will continue to
participate in insurance plans. His employment will continue for at least one
year following the Effective Time, unless terminated earlier by Mr. Bain. In
addition, Mr. Bain has agreed, for a period of 10 years following the
Effective Time, (a) not to be affiliated with any business engaged in
substantial competition with USA Waste or any of its affiliates within a
75-mile radius of the home offices of USA Waste or any of its affiliates or
any location where they do business or which acquires or attempts to acquire a
business considered for acquisition by USA Waste during such 10-year period
which USA Waste is continuing to pursue, and (b) not to solicit any customers
or employees of USA Waste. In consideration of such non-competition
agreements of Mr. Bain, USA Waste has agreed (a) to pay Mr. Bain $25,000 per
month from August 2001 (when Mr. Bain becomes 60 years old) until he dies and
(b) to pay Mr. Bain's spouse $12,500 per month from the later of his death or
the date on which he would have turned 60, until his spouse dies. USA Waste
has also agreed to pay Mr. Bain an additional amount necessary to eliminate
the effects of any disparate tax treatment under Section 4999 of the Code. In
addition, USA Waste, Sanifill and Mr. Bain agreed that, pursuant to his prior
employment agreement with Sanifill, Sanifill shall, for a period of three
years after the Effective Time, pay or provide to Mr. Bain his current base
salary, participation in insurance plans and an annual bonus payment equal to
the average of the bonus payments made to Mr. Bain in respect of 1993, 1994
and 1995. The parties also agreed that Mr. Bain's unvested options for
Sanifill Common Stock will vest and become exercisable, as contemplated by his
prior employment agreement, when his employment under his new employment
agreement terminates.

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Kosti Shirvanian and USA Waste have entered into a letter agreement
(the "Amendment Letter") amending in certain respects that certain letter
agreement dated December 18, 1995 between Mr. Shirvanian and USA Waste (the
"Prior Letter"). Under the Prior Letter, Mr. Shirvanian was entitled to sit
on the Board of Directors of USA Waste and designate two other individuals to
sit on the Board of Directors of USA Waste for a five-year period. The
Amendment Letter amends the Prior Letter to provide that Mr. Shirvanian will
be entitled to sit on the Board of Directors of USA Waste and designate one
other individual to sit on the Board of Directors of USA Waste for the
remainder of such five-year period.

In connection with USA Waste's merger agreement with Chambers
Development Company, Inc. in November 1994, a shareholders agreement (the
"Shareholders Agreement") was executed among USA Waste and Donald F.
Moorehead, Jr., John E. Drury, John G. Rangos, Sr., John G. Rangos, Jr.,
Alexander W. Rangos and John Rangos Development Corporation, Inc. (John G.
Rangos, Sr., John G. Rangos, Jr., Alexander W. Rangos and John Rangos
Development Corporation, Inc. are collectively referred to as the "Rangos
Stockholders"), pursuant to which, among other things, the Rangos Stockholders
had the right to designate three members of the USA Waste Board of Directors.
In connection with the Merger Agreement, USA Waste and the Rangos Stockholders
agreed to terminate the Shareholders Agreement as of the date of the Merger
Agreement. In consideration for such termination, (i) John G. Rangos, Sr.,
John G. Rangos, Jr. and Alexander W. Rangos received warrants to purchase an
aggregate of 700,000 shares of USA Waste Common Stock at an exercise price of
$29 per share, (ii) USA Waste agreed to use its best efforts to cause the
nomination of John G. Rangos, Sr. to another term as a director of USA Waste
expiring in the year 2000 provided that John G. Rangos, Sr. agreed to not seek
re- election thereafter, (iii) USA Waste agreed that if Alexander W. Rangos
ceases to be a director, USA Waste will release him from the provisions of his
non-competition agreement and (iv) USA Waste agreed to provide the Rangos
Stockholders with certain registration rights that provide for a shelf
registration statement covering up to 4 million shares of USA Waste Common
Stock owned by the Rangos Stockholders, which shelf registration statement
shall be supplemented by additional shelf registration statements to the
extent that the then effective shelf registration statements cover less than 2
million shares; provided that at no time shall more than 4 million shares of
USA Waste Common Stock be registered. In addition, USA Waste and the Rangos
Stockholders agreed to use their best efforts to cause a merger of John Rangos
Development Corporation, Inc. with and into USA Waste at any time after which
such merger will qualify as a tax free reorganization (subject to certain
exceptions) (collectively, the "New Rangos Agreement").

VOTING AGREEMENTS

In connection with the execution of the Merger Agreement, John E.
Drury, Donald F. Moorehead, Jr., Alexander W. Rangos, John G. Rangos, Sr.,
Kosti Shirvanian, David Sutherland-Yoest and John Rangos Development
Corporation, Inc. each executed a voting agreement and irrevocable proxy,
dated June 22, 1996, pursuant to which they (i) agreed to vote an aggregate of
18,700,112 shares of USA Waste Common Stock (or approximately % of the
shares of USA Waste Common Stock outstanding on the Record Date) held by them
for approval of the Merger and (ii) granted irrevocable proxies with respect
to such shares, which proxies permit Sanifill to vote such shares in favor of
the Merger (the "USA Waste Voting Agreements"). The USA Waste Voting
Agreements terminate on the earliest of (i) the Effective Time, (ii) the date
of termination of the Merger Agreement in accordance with its terms or (iii)
the giving of written termination notice by Sanifill.

In connection with the execution of the Merger Agreement, Lorne D.
Bain, Larry J. Martin, Rodney R. Proto and Alfred C. Warrington, IV each
executed a voting agreement and irrevocable proxy, dated June 22, 1996,
pursuant to which they (i) agreed to vote an aggregate of 1,292,002 shares of
Sanifill Common Stock (or approximately % of the shares of Sanifill Common
Stock outstanding on the Record Date) held by them for approval of the Merger
and (ii) granted irrevocable proxies with respect to such shares, which
proxies permit certain officers of USA Waste to vote such shares in favor of
the Merger (the "Sanifill Voting Agreements" and together with the USA Waste
Voting Agreements, the "Voting Agreements"). The Sanifill Voting Agreements
terminate on the earliest of (i) the Effective Time, (ii) the date of
termination of the Merger Agreement in accordance with its terms or (iii) the
giving of written termination notice by USA Waste.

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COMPARISON OF RIGHTS OF STOCKHOLDERS OF USA WASTE AND SANIFILL

GENERAL

As a result of the Merger, holders of Sanifill Common Stock will
become stockholders of USA Waste, and the rights of such former Sanifill
stockholders will thereafter be governed by the USA Waste Restated Certificate
of Incorporation, the USA Waste Bylaws and the General Corporation Law of the
State of Delaware (the "DGCL"). The rights of holders of Sanifill Common
Stock are currently governed by the Sanifill Certificate of Incorporation, the
Sanifill Bylaws and the DGCL. The following summary, which does not purport
to be a complete description of the differences between the rights of the
stockholders of USA Waste and the rights of the stockholders of Sanifill, sets
forth certain differences between the USA Waste Restated Certificate of
Incorporation and the Sanifill Certificate of Incorporation and the USA Waste
Bylaws and the Sanifill Bylaws. This summary is qualified in its entirety by
reference to the full text of each of such documents and the DGCL. For more
information on how such documents may be obtained, see "Available
Information."

NUMBER OF DIRECTORS; REMOVAL OF DIRECTORS; FILLING OF VACANCIES ON THE BOARD
OF DIRECTORS

The USA Waste Restated Certificate of Incorporation and the USA Waste
Bylaws provide that, subject to the rights of holders of any class or series
of USA Waste Preferred Stock to elect additional directors under specified
circumstances, the number of directors will be fixed from time to time by
resolution of the USA Waste Board of Directors; provided, however, that unless
approved by at least two-thirds of the incumbent directors, the number of
directors which shall constitute the whole USA Waste Board of Directors shall
be no fewer than three and no more than nine. The Sanifill Certificate of
Incorporation and the Sanifill Bylaws provide that the number of directors
will be fixed by resolution passed by a majority of the Sanifill Board of
Directors. The Board of Directors of USA Waste currently consists of 12
members (with one vacancy), and the Board of Directors of Sanifill currently
consists of nine members.

The USA Waste Restated Certificate of Incorporation and the USA Waste
Bylaws provide that, subject to the rights of holders of any class or series
of USA Waste Preferred Stock to elect additional directors under specified
circumstances, any director may be removed at any time, with cause, by its
stockholders, but only upon the affirmative vote of two-thirds of the total
number of votes of the then outstanding shares of capital stock of USA Waste;
provided, that the notice of the meeting at which such action is taken
contained notice of such proposal to remove a director. The Sanifill Bylaws
provide that the stockholders may, at any special meeting called for that
purpose, remove with cause any director and fill the vacancy; provided that
when any director has been elected by the holders of any class of stock of
Sanifill voting separately as a class under the provisions of the Sanifill
Certificate of Incorporation, such director may be removed, and the vacancy
filled, only by the holders of that class of stock.

VOTING

The USA Waste Bylaws provide that all voting by stockholders must be
taken by written ballot. The Sanifill Bylaws provide that, when directed by
the presiding officer of the meeting or upon the demand of any stockholder,
the vote upon any matter before a meeting of stockholders shall be by written
ballot.

STOCKHOLDER NOMINATIONS AND PROPOSALS

The USA Waste Bylaws establish advance notice procedures with regard
to the nomination (other than by or at the direction of the Board of Directors
of USA Waste or a committee thereof) of candidates for election as directors
and with regard to certain matters to be brought before an annual or special
meeting of the stockholders of USA Waste. These procedures provide that the
notice of proposed stockholder nominations for the election of directors must
be timely given in writing to the Secretary or the Board of Directors of USA
Waste prior to the meeting at which directors are to be elected. The
procedures also provide that at any meeting of the stockholders, and subject
to any other applicable requirements, only such business may be conducted as
has been brought before the meeting by, or at the direction of the Board of
Directors or by a stockholder who has timely given prior written notice to the
Secretary or the

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65
Board of Directors of USA Waste of such stockholder's intention to bring such
business before the meeting. To be timely, a notice given with respect to the
nomination of directors or any other matter to be considered at an annual
meeting of the stockholders must be received at the principal executive
offices of USA Waste not less than 120 days nor more than 150 days in advance
of the date on which USA Waste's proxy statement was released to its
stockholders in connection with the previous year's annual meeting of the
stockholders; provided, however, that if no annual meeting was held the
previous year or the date of the annual meeting has been changed by more than
30 days from the date contemplated at the time of the previous year's proxy
statement, such notice must be received by USA Waste at least 80 days prior to
the date that USA Waste intends to distribute its proxy statement with respect
to such annual meeting. To be timely, a notice given with respect to a
special meeting of the stockholders must be received at the principal
executive offices of USA Waste not less than 60 days nor more than 90 days
prior to the meeting; provided, however, that if less than 70 days' notice or
prior public disclosure of the meeting date is given or made by USA Waste,
such notice must be received by USA Waste not later than the fifth day
following the day on which the notice was mailed or such public disclosure was
made. The notice must contain certain specified information specified in the
USA Waste Bylaws. The USA Waste Bylaws further provide that USA Waste is not
obligated to include any stockholder proposal in its proxy materials if the
Board of Directors of USA Waste believes the proponent thereof has not
complied with Sections 13 and 14 of the Exchange Act and the rules and
regulations thereunder and that USA Waste is not required to include in its
proxy materials any stockholder proposal not required to be included therein
under the Exchange Act and the rules and regulations thereunder.

The Sanifill Bylaws establish advance notice procedures with regard
to the nomination (other than by or at the direction of the Board of Directors
of Sanifill or a committee thereof) of candidates for election as directors
and with regard to certain matters to be brought before an annual or special
meeting of the stockholders of Sanifill. These procedures provide that the
notice of proposed stockholder nominations for the election of directors must
be timely given in writing to the Board of Directors of Sanifill prior to the
meeting at which directors are to be elected. The procedures also provide
that at an annual meeting, and subject to any other applicable requirements,
only such business may be conducted as has been brought before the meeting by,
or at the direction of the Board of Directors or by a stockholder who has
timely given prior written notice to the Board of Directors of Sanifill of
such stockholder's intention to bring such business before the meeting. In
all cases, to be timely given, notice must be received at the principal
executive offices of Sanifill not less than 80 days prior to the meeting;
provided, however, that if less than 90 days' notice or prior public
disclosure of the meeting date is given or made by Sanifill, such notice must
be received by Sanifill not later than the 10th day following the day on which
the notice was mailed or such public disclosure was made. The notice must
contain certain specified information specified in the Sanifill Bylaws.

FAIR PRICE PROVISION

The Sanifill Certificate of Incorporation contains a "fair price"
provision that requires the approval of holders of not less than 66 2/3% of
the outstanding shares of voting stock of Sanifill, excluding shares owned,
directly or indirectly, by persons who are Control Persons (as hereinafter
defined), as a condition for mergers, consolidations and certain other
business combinations involving Sanifill and any Control Person; provided that
the 66 2/3% voting requirement is not applicable if the business combination
is approved by the affirmative vote of 80% of the directors then in office.
"Control Persons" include the holder of 5% or more of Sanifill's Common Stock
(including shares held by such holder's affiliates and associates) and any
affiliates or associates of such holder. The 66 2/3% voting requirement is
also not applicable to a business combination if all of the following are
satisfied: (i) the cash or fair market value of the property, securities or
other consideration to be received per share by holders of Sanifill Common
Stock is not less than the higher of (a) the highest price per share paid by
such Control Person in acquiring any of its holdings of Sanifill Common Stock
and (b) the highest per share market price of Sanifill Common Stock during the
three-month period immediately preceding the date of the proxy statement
described below; (ii) after becoming a Control Person and prior to the
consummation of such business transaction, such Control Person has not
acquired any newly issued shares of Sanifill Common Stock from Sanifill and
such person has not received the benefit of any loan, advance, guaranty,
pledge or other financial assistance or tax credit from Sanifill or made any
major changes in Sanifill's business or equity capital structure; and (iii) a
proxy statement satisfying the requirements of the Exchange Act is mailed to
the stockholders for

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66

the purpose of soliciting the approval of such stockholders for such business
combination. The USA Waste Restated Certificate of Incorporation does not
contain any similar provision.

AMENDMENT OF CERTAIN CHARTER PROVISIONS

The USA Waste Certificate of Incorporation requires the affirmative
vote of the holders of at least 66 2/3% of the outstanding shares of capital
stock entitled to vote for the approval of any amendment of the article of the
USA Waste Certificate of Incorporation providing for the staggered Board of
Directors, and then only if the notice of the meeting at which such proposal
is acted upon provides notice of such proposed amendment. In addition, the
USA Waste Restated Certificate of Incorporation prohibits the Board of
Directors of USA Waste from amending or repealing any provision of the Bylaws
which was adopted, amended or repealed by the stockholders.

The Sanifill Certificate of Incorporation provides that the article
of the Sanifill Certificate of Incorporation pertaining to the 66 2/3% vote of
stockholders in connection with the approval of business combinations with
Control Persons may only be amended or repealed upon the affirmative vote of
at least 66 2/3% of the issued and outstanding shares of Sanifill Common
Stock; provided, however, that if there is a Control Person at the time in
question, such amendment must be approved by at least 66 2/3% of the issued
and outstanding shares of Sanifill Common Stock, excluding shares owned by
such Control Person.

SANIFILL RIGHTS PLAN

Sanifill has in place a Stockholder Rights Plan (the "Plan") pursuant
to which one Preferred Share Purchase Right (a "Right") was distributed with
respect to each outstanding share of Sanifill Common Stock. The Plan provides
that, unless the Rights have been redeemed, one Right is granted for each
additional share of Sanifill Common Stock issued by Sanifill after the date
that the Plan was adopted and prior to the earlier of the time that the Rights
become exercisable or December 31, 2001 (the termination date of the Plan).
The Rights are not currently exercisable and trade in tandem with the shares
of Sanifill Common Stock. The Rights will become exercisable and trade
separately from the shares of Sanifill Common Stock ten days after a person or
group acquires 15% or more of the outstanding shares of Sanifill Common Stock.
Upon their becoming exercisable, each Right will entitle the holder thereof to
purchase one three-hundredth of a share of a series of Preferred Stock of
Sanifill at a price of $100. If a 15% stockholder (determined as provided in
the Rights documents) either acquires Sanifill by means of a merger in which
Sanifill survives or engages in certain other transactions with Sanifill, each
Right (other than Rights held by the 15% stockholder) may be exercised to
purchase shares of Sanifill Common Stock at a price equal to 50% of the market
value of such shares. In addition, if Sanifill were to be acquired in a
merger or business combination after the Rights became exercisable, each Right
could be exercised to purchase common stock of the acquiring company at a 50%
discount. The Rights are redeemable by Sanifill for $.01 per Right at any
time prior to their becoming exercisable. In connection with the Merger,
Sanifill has amended the Plan in such a manner that the Rights will expire at
the Effective Time and the execution of the Merger Agreement and the Voting
Agreements and the consummation of the Merger did not, and will not, trigger a
distribution of Rights under the Plan. USA Waste does not have a rights plan.

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USA WASTE AND SANIFILL

COMBINED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following combined unaudited pro forma condensed financial
statements are based upon the supplemental and historical consolidated
financial statements of USA Waste and of Sanifill, respectively, each as
previously filed with the Commission under the Exchange Act, are incorporated
by reference in this Joint Proxy Statement and Prospectus, and should be read
in conjunction with those consolidated financial statements and related notes.
These combined unaudited pro forma condensed financial statements are not
necessarily indicative of the operating results that would have been achieved
had the Merger been consummated as of the beginning of the periods presented
and should not be construed as representative of future operating results.
These combined unaudited pro forma condensed financial statements give effect
to the Merger by combining the results of operations of USA Waste and Sanifill
using the "pooling of interests" method of accounting as if the companies had
been combined since their inception.

The supplemental consolidated financial statements of USA Waste have
been prepared to give retroactive effect to the merger of USA Waste with
Western Waste Industries on May 7, 1996 using the "pooling of interests" method
of accounting.

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USA WASTE AND SANIFILL

COMBINED UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

MARCH 31, 1996

The following combined unaudited pro forma condensed balance sheet
presents the combined financial position of USA Waste and Sanifill as of March
31, 1996. Such unaudited pro forma combined information is based on the
unaudited supplemental and unaudited historical consolidated balance sheets of
USA Waste and Sanifill, respectively, as of March 31, 1996 after giving effect
to the Merger using the "pooling of interests" method of accounting and to the
pro forma adjustments described in the notes to combined unaudited pro forma
condensed financial statements.

PRO FORMA COMBINED
USA WASTE SANIFILL ADJUSTMENTS PRO FORMA
--------- ------------ ----------- ---------
ASSETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Current assets:
Cash and cash equivalents . . . . $ 29,919 $ 2,620 $ -- $ 32,539
Accounts receivable, net . . . . . 92,142 52,945 -- 145,087
Notes and other receivables . . . 13,133 -- -- 13,133
Deferred income taxes . . . . . . 20,101 -- -- 20,101
Prepaid expenses and other . . . . 34,626 8,173 -- 42,799
---------- ---------- -------- ----------
Total current assets . . . . 189,921 63,738 -- 253,659
Notes and other receivables . . . . . 17,208 2,287 -- 19,495
Property and equipment, net . . . . . 830,115 702,629 (52,688)d 1,480,056
Excess of cost over net assets of
acquired businesses, net . . . . 112,908 115,786 -- 228,694
Other intangible assets, net . . . . 34,295 21,079 -- 55,374
Other assets . . . . . . . . . . . . 78,543 28,860 -- 107,403
Deferred income taxes . . . . . . . . -- -- 13,220d 13,220
---------- ---------- -------- ----------
Total assets . . . . . . . . $1,262,990 $ 934,379 $(39,468) 2,157,901
========== ========== ======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable . . . . . . . . . $ 42,136 $ 20,115 $ -- 62,251
Accrued liabilities . . . . . . . 40,258 24,393 -- 64,651
Deferred revenues . . . . . . . . 6,508 6,162 -- 12,670
Current maturities of long-term
debt . . . . . . . . . . . . . 46,269 13,484 -- 59,753
---------- ---------- -------- ----------
Total current liabilities . . 135,171 64,154 -- 199,325
Long-term debt . . . . . . . . . . . 441,544 359,994 -- 801,538
Closure, post-closure and other
liabilities . . . . . . . . . . . 85,213 66,066 -- 151,279
Deferred income taxes . . . . . . . . 3,270 66,988 (70,258)d --
---------- ---------- -------- ----------
Total liabilities . . . . . . 665,198 557,202 (70,258) 1,152,142
---------- ---------- -------- ----------
Commitments and contingencies . . . . -- -- -- --

Stockholders' equity:
Preferred stock:
USA Waste: $1.00 par value;
10,000,000 shares
authorized; none issued . . -- -- -- --
Sanifill: $10.00 par value;
500,000 shares
authorized; none issued . . -- -- -- --
Common stock:
USA Waste: $.01 par value;
150,000,000 shares
authorized; 89,596,573
historical shares issued
(129,204,873 combined pro
forma shares issued) . . . 896 -- 396b 1,292
Sanifill: $.01 par value;
100,000,000 shares
authorized; 23,299,000
shares issued and
outstanding . . . . . . . . -- 233 (233)b --
Additional paid-in capital . . . . 807,049 298,879 (163)b 1,105,765
Retained earnings (accumulated
deficit) . . . . . . . . . . . . (207,999) 92,613 30,790 d (84,596)
Foreign currency adjustment . . . -- (14,548) -- (14,548)
Less treasury stock, at cost,
144,975 shares . . . . . . . . . (2,154) -- -- (2,154)
---------- ---------- -------- ----------
Total stockholders' equity . 597,792 377,177 30,790 1,005,759
---------- ---------- -------- ----------
Total liabilities and
stockholders' equity . . . $1,262,990 $ 934,379 $(39,468) $2,157,901
========== ========== ======== ==========

See notes to combined unaudited pro forma condensed financial statements.

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USA WASTE AND SANIFILL

COMBINED UNAUDITED PRO FORMA CONDENSED
STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1996

The following combined unaudited pro forma condensed statement of
operations for the three months ended March 31, 1996 was prepared based upon
the unaudited supplemental and unaudited historical statements of operations
for USA Waste and Sanifill, respectively, for such period and after giving
effect to the Merger using the "pooling of interests" method of accounting and
to the pro forma adjustments described in the notes to combined unaudited pro
forma condensed financial statements.

PRO FORMA COMBINED
USA WASTE SANIFILL ADJUSTMENTS PRO FORMA
--------- -------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Operating revenues . . . . . . . . . . . $ 201,525 $ 81,000 $ -- $ 282,525
--------- ---------- -------- ---------
Costs and expenses:
Operating . . . . . . . . . . . . . . 118,101 51,895 (11,040)a 158,956
General and administrative . . . . . . 24,743 12,247 (286)a 36,704
Depreciation and amortization . . . . 21,874 -- 10,827a,d 32,701
--------- ---------- --------- ---------

164,718 64,142 (499) 228,361
--------- ---------- --------- ---------

Income from operations . . . . . . . . . 36,807 16,858 499 54,164
--------- ---------- -------- ---------

Other income (expense):
Interest expense . . . . . . . . . . . (6,765) (4,462) -- (11,227)
Interest income . . . . . . . . . . . 1,721 209 -- 1,930
Other income, net . . . . . . . . . . 567 648 -- 1,215
--------- ---------- -------- ---------
(4,477) (3,605) -- (8,082)
---------- ---------- -------- ----------
Income before income taxes . . . . . . . 32,330 13,253 499 46,082
Provision for income taxes . . . . . . . 5,558 5,301 7,574d 18,433
--------- ---------- -------- ---------
Income from continuing operations . . . $ 26,772 $ 7,952 $ (7,075) $ 27,649
========= ========== ======== =========

Income from continuing operations
per common share . . . . . . . . . . . $ 0.29 $ 0.35 $ 0.21c
========= ========== ==========

Weighted average number of common and
common equivalent shares outstanding . 93,281 22,989 16,092b 132,362
========= ========== ======== =========

See notes to combined unaudited pro forma condensed financial statements.

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USA WASTE AND SANIFILL

COMBINED UNAUDITED PRO FORMA CONDENSED
STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1995

The following combined unaudited pro forma condensed statement of
operations for the year ended December 31, 1995 was prepared based upon the
audited supplemental and audited historical statements of operations for USA
Waste and Sanifill, respectively, for such year after giving effect to the
Merger using the "pooling of interests" method of accounting and to the pro
forma adjustments described in the notes to combined unaudited pro forma
condensed financial statements.

PRO FORMA COMBINED
USA WASTE SANIFILL ADJUSTMENTS PRO FORMA
--------- -------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Operating revenues . . . . . . . . $ 731,000 $ 256,705 $ -- $ 987,705
--------- ---------- -------- ---------
Costs and expenses:
Operating . . . . . . . . . . . 428,331 160,088 (37,114)a 551,305
General and administrative . . . 101,268 39,669 (886)a 140,051
Depreciation and amortization . 83,519 -- 36,051a,d 119,570
Merger costs . . . . . . . . . . 25,073 566 -- 25,639
Unusual items . . . . . . . . . 4,733 -- -- 4,733
--------- ---------- -------- ---------
642,924 200,323 (1,949) 841,298
--------- ---------- -------- ---------

Income from operations . . . . . . 88,076 56,382 1,949 146,407
--------- ---------- -------- ---------

Other income (expense):
Interest expense:
Nonrecurring interest . . . (10,994) -- -- (10,994)
Other . . . . . . . . . . . (35,437) (13,121) -- (48,558)
Interest income . . . . . . . . 4,222 1,260 -- 5,482
Other income, net . . . . . . . 3,220 1,923 -- 5,143
--------- ---------- -------- ---------
(38,989) (9,938) (48,927)
--------- ---------- -------- ---------

Income before income taxes . . . . 49,087 46,444 1,949 97,480
Provision for income taxes . . . . 1,744 18,531 44,162d 64,437
--------- ---------- -------- ---------
Income from continuing operations . $ 47,343 $ 27,913 $(42,213) $ 33,043
========= ========== ======== =========

Income from continuing operations
per common share . . . . . . . $ 0.60 $ 1.38 $ 0.29c
========= ========== =========

Weighted average number of common and
common equivalent shares outstanding 78,912 20,216 14,151b 113,279
========= ========== ======== =========

See notes to combined unaudited pro forma condensed financial statements.

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USA WASTE AND SANIFILL

COMBINED UNAUDITED PRO FORMA CONDENSED
STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1994

The following combined unaudited pro forma condensed statement of
operations for the year ended December 31, 1994 was prepared based upon the
audited supplemental and audited historical statements of operations of USA
Waste and Sanifill, respectively, for such year after giving effect to the
Merger using the "pooling of interests" method of accounting and to the pro
forma adjustments described in the notes to combined unaudited pro forma
condensed financial statements.

PRO FORMA COMBINED
USA WASTE SANIFILL ADJUSTMENTS PRO FORMA
--------- -------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Operating revenues . . . . . . . . . . . . . . $ 705,165 $ 192,479 $ -- $ 897,644
--------- --------- ------- ---------
Costs and expenses:
Operating . . . . . . . . . . . . . . . . . 428,701 122,274 (30,720)a 520,255
General and administrative . . . . . . . . . 108,885 30,633 (699)a 138,819
Depreciation and amortization . . . . . . . 83,044 -- 29,816a,d 112,860
Merger costs . . . . . . . . . . . . . . . . 3,782 -- -- 3,782
Unusual items . . . . . . . . . . . . . . . 8,863 -- -- 8,863
--------- --------- ------- ---------
633,275 152,907 (1,603) 784,579
--------- --------- ------- ---------
Income from operations . . . . . . . . . . . . 71,890 39,572 1,603 113,065
--------- --------- ------- ---------
Other income (expense):
Stockholder litigation settlement and other
litigation related costs . . . . . . . . (79,400) -- -- (79,400)
Interest expense:
Nonrecurring interest . . . . . . . . . (1,254) -- -- (1,254)
Other . . . . . . . . . . . . . . . . . (38,153) (9,525) -- (47,678)
Interest income . . . . . . . . . . . . . . 4,183 487 -- 4,670
Other income, net . . . . . . . . . . . . . 1,249 1,321 -- 2,570
--------- --------- ------- ---------
(113,375) (7,717) -- (121,092)
--------- --------- ------- ---------
Income (loss) before income taxes . . . . . . . (41,485) 31,855 1,603 (8,027)
Provision for (benefit from) income taxes . . . 17,610 12,622 (49,547)d (19,315)
--------- --------- ------- ---------
Income (loss) from continuing operations. . . . (59,095) 19,233 51,150 11,288
Preferred dividends . . . . . . . . . . . . . . 565 -- -- 565
--------- --------- ------- ---------
Income (loss) from continuing operations . . . $ (59,660) $ 19,233 $51,150 $ 10,723
========= ========= ======= =========
Income (loss) from continuing operation per
common share . . . . . . . . . . . . . . . $ (0.82) $ 1.07 $ 0.10c
========= ========= ======= =========

Weighted average number of common and common
equivalent shares outstanding . . . . . . . . 72,968 17,914 12,540b 103,422
========= ========= ======= =========

See notes to combined unaudited pro forma condensed financial statements.

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USA WASTE AND SANIFILL

COMBINED UNAUDITED PRO FORMA CONDENSED
STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1993

The following combined unaudited pro forma condensed statement of
operations for the year ended December 31, 1993 was prepared based upon the
audited supplemental and audited historical statements of operations of USA
Waste and Sanifill, respectively, for such year, after giving effect to the
Merger using the "pooling of interests" method of accounting and to the pro
forma adjustments described in the notes to combined unaudited pro forma
condensed financial statements.

PRO FORMA COMBINED
USA WASTE SANIFILL ADJUSTMENTS PRO FORMA
--------- -------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Operating revenues . . . . . . . . . . . . . . $ 639,239 $ 139,727 $ -- $778,966
----------- ----------- ------- --------
Costs and expenses:
Operating . . . . . . . . . . . . . . . . . 388,727 90,397 (23,842)a 455,282
General and administrative . . . . . . . . . 104,121 22,599 (373)a 126,347
Depreciation and amortization . . . . . . . 74,223 -- 22,638a,d 96,861
Unusual items . . . . . . . . . . . . . . . 2,672 -- -- 2,672
----------- ----------- ------- --------
569,743 112,996 (1,577) 681,162
----------- ----------- ------- --------

Income from operations . . . . . . . . . . . . 69,496 26,731 1,577 97,804
----------- ----------- ------- --------

Other income (expense):
Stockholder litigation related costs . . . . (5,500) -- -- (5,500)
Interest expense . . . . . . . . . . . . . . (39,809) (6,223) -- (46,032)
Interest income . . . . . . . . . . . . . . 4,338 497 -- 4,835
Other income, net . . . . . . . . . . . . . 1,148 13 -- 1,161
----------- ----------- ------- --------
(39,823) (5,713) -- (45,536)
----------- ----------- ------- --------

Income before income taxes . . . . . . . . . . 29,673 21,018 1,577 52,268
Provision for income taxes . . . . . . . . . . 16,112 8,048 6,157d 30,317
----------- ----------- ------- --------
Income from continuing operations . . . . . . . 13,561 12,970 (4,580) 21,951
Preferred dividends . . . . . . . . . . . . . . 582 -- -- 582
----------- ----------- ------- --------
Income from continuing operations available
to common stockholders . . . . . . . . . . $ 12,979 $ 12,970 $(4,580) $ 21,369
=========== =========== ======= ========

Income from continuing operations available
to common stockholders per common share . . $ 0.19 $ 0.80 $ 0.22c
=========== =========== ========
Weighted average number of common and
common equivalent shares outstanding . . . . 68,457 16,118 11,283b 95,858
=========== =========== ======= ========

See notes to combined unaudited pro forma condensed financial statements.

62
73
USA WASTE AND SANIFILL

NOTES TO COMBINED UNAUDITED PRO FORMA CONDENSED
FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The combined unaudited pro forma condensed financial statements assume
the issuance of USA Waste Common Stock in exchange for all outstanding Sanifill
Common Stock. Such financial statements also assume that the Merger will be
accounted for using the "pooling of interests" method of accounting pursuant to
Opinion No. 16 of the Accounting Principles Board. The "pooling of interests"
method of accounting assumes that the combining companies have been merged from
their inception, and the financial statements for periods prior to consummation
of the Merger are restated as though the companies had been combined from their
inception.

Pursuant to the rules and regulations of the Commission, the combined
unaudited pro forma condensed statements of operations exclude the results of
operations associated with discontinued businesses, extraordinary items and
cumulative effects of accounting changes. In addition, the combined unaudited
pro forma condensed financial statements do not include any adjustment for
estimated nonrecurring costs directly related to the Merger and USA Waste's
merger with Western which are expected to be included in operations of USA
Waste within the twelve months succeeding the consummation of the two mergers.
Such costs are currently estimated to be approximately $89.8 million.

Certain reclassifications have been made to the financial statements
of USA Waste and Sanifill to conform to the pro forma presentation. Such
reclassifications are not material to the combined unaudited pro forma
condensed financial statements.

PRO FORMA ADJUSTMENTS

(a) Adjustments have been made to reclassify Sanifill's
depreciation and amortization from operating expenses and general and
administrative expenses to a separate line item to conform to the presentation
of USA Waste as if the companies had been combined since their inception.

(b) The stockholders' equity accounts have been adjusted to
reflect the assumed issuance of USA Waste Common Stock for all issued and
outstanding shares of Sanifill Common Stock (based on the exchange ratio of
1.70 shares of USA Waste Common Stock for each share of Sanifill Common Stock
outstanding as of the date of the applicable balance sheet). The number of
shares of USA Waste Common Stock to be issued pursuant to the Merger will be
based upon the number of shares of Sanifill Common Stock issued and outstanding
immediately prior to the consummation of the Merger.

(c) Pro forma income from continuing operations available to
common stockholders per share for each period is based on the combined
weighted average number of shares outstanding, after giving effect to the
issuance of 1.70 shares of USA Waste Common Stock for each share of Sanifill
Common Stock. Fully diluted earnings per share are considered equal to
primary earnings per share for all periods presented because the addition of
potentially dilutive securities that are not common stock equivalents would
have been either antidilutive or not material.

(d) Adjustments have been made for the impact of restating
deferred taxes of the combined company as though the companies had been
combined from their inception.

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74
SUPPLEMENTALLY PROVIDED INFORMATION RELATING
TO THE COMBINED UNAUDITED PRO FORMA
CONDENSED FINANCIAL STATEMENTS

The following combined unaudited pro forma condensed financial
information as of and for the three months ended March 31, 1996 and as of and
for the year ended December 31, 1995 gives effect to certain pro forma
adjustments described in the notes to such information. In addition to the pro
forma adjustments in the combined unaudited pro forma condensed financial
statements (which in effect are a restatement of the financial statements as if
the Merger were consummated), the impact of certain transactions occurring in
1995 and 1996 is presented supplementally. This supplementally provided
information does not include the impact of certain cost and expense savings and
other economic benefits that are expected to be realized as a result of the
Merger or additional cost reductions relating to landfill and collection
operations or additional revenues that may result from volume or price
increases.

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75
USA WASTE AND SANIFILL COMBINED
SUPPLEMENTALLY PROVIDED BALANCE SHEET INFORMATION
MARCH 31, 1996

SUPPLEMENTALLY SUPPLEMENTALLY
COMBINED PROVIDED PROVIDED
PRO FORMA ADJUSTMENTS INFORMATION
------------ ----------- -----------
(In Thousands, except share and per share data)

ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . $ 32,539 $ (32,539)c $ --
Accounts receivable, net . . . . . . . . . . . . . . . . . 145,087 2,175c 147,262
Notes and other receivables . . . . . . . . . . . . . . . 13,133 -- 13,133
Deferred income taxes . . . . . . . . . . . . . . . . . . 20,101 -- 20,101
Prepaid expenses and other . . . . . . . . . . . . . . . . 42,799 135c 42,934
------------ --------- -----------
Total current assets . . . . . . . . . . . . . . . . 253,659 (30,229) 223,430
Notes and other receivables . . . . . . . . . . . . . . . . . 19,495 -- 19,495
Property and equipment, net . . . . . . . . . . . . . . . . . 1,480,056 19,862c 1,499,918
Excess of cost over net assets of acquired businesses, net. . 228,694 36,071c 264,765
Other intangible assets, net . . . . . . . . . . . . . . . . 55,374 6,680c 62,054
Other assets . . . . . . . . . . . . . . . . . . . . . . . . 107,403 -- 107,403
Deferred income taxes . . . . . . . . . . . . . . . . . . . . 13,220 -- 13,220
------------ --------- -----------
Total assets . . . . . . . . . . . . . . . . . . . . $ 2,157,901 $ 32,384 2,190,285
============ ========= ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . $ 62,251 $ -- 62,251
Accrued liabilities . . . . . . . . . . . . . . . . . . . 64,651 2,507c 67,158
Deferred revenues . . . . . . . . . . . . . . . . . . . . 12,670 -- 12,670
Current maturities of long-term debt . . . . . . . . . . . 59,753 (26,700)c,h 33,053
------------ --------- -----------
Total current liabilities . . . . . . . . . . . . . . 199,325 (24,193) 175,132
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . 801,538 94,453c,d,f,h 895,991
Closure, post-closure and other liabilities . . . . . . . . . 151,279 2,589c 153,868
------------ --------- -----------
Total liabilities . . . . . . . . . . . . . . . . . . 1,152,142 72,849 1,224,991
------------ --------- -----------
Commitments and contingencies . . . . . . . . . . . . . . . . -- -- --

Stockholders' equity:
Preferred stock:
USA Waste: $1.00 par value; 10,000,000 shares
authorized; none issued . . . . . . . . . . . . . . -- -- --
Common stock:
USA Waste: $.01 par value; 150,000,000 shares
authorized; 129,204,873 combined pro forma shares
issued; 131,904,873 supplemental shares issued) . . 1,292 27c,f 1,319
Additional paid-in capital . . . . . . . . . . . . . . . . 1,105,765 49,308c,f 1,155,073
Accumulated deficit . . . . . . . . . . . . . . . . . . . (84,596) (89,800)d (174,396)
Foreign currency adjustment . . . . . . . . . . . . . . . (14,548) -- (14,548)
Less treasury stock, at cost, 144,975 shares . . . . . . . (2,154) -- (2,154)
------------ --------- -----------
Total stockholders' equity . . . . . . . . . . . . . 1,005,759 (40,465) 965,294
------------ --------- -----------
Total liabilities and stockholders' equity . . . . . $ 2,157,901 $ 32,384 $ 2,190,285
============ ========= ===========

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USA WASTE AND SANIFILL COMBINED
SUPPLEMENTALLY PROVIDED STATEMENT OF OPERATIONS INFORMATION

THREE MONTHS ENDED MARCH 31, 1996

SUPPLEMENTALLY SUPPLEMENTALLY
COMBINED PROVIDED PROVIDED
PRO FORMA ADJUSTMENTS INFORMATION
--------- -------------- ---------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Operating revenues . . . . . . . . . . . . . . . . . . . . $ 282,525 $25,232c $307,757
--------- ------- --------
Costs and expenses:
Operating . . . . . . . . . . . . . . . . . . . . . . . 158,956 15,838c 174,794
General and administrative . . . . . . . . . . . . . . . 36,704 3,338c 40,042
Depreciation and amortization . . . . . . . . . . . . . 32,701 2,942c 35,643
--------- ------- --------
228,361 22,118 250,479
--------- ------- --------
Income from operations . . . . . . . . . . . . . . . . . . 54,164 3,114 57,278
--------- ------- --------
Other income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . (11,227) (534)c,f,g (11,761)
Interest income . . . . . . . . . . . . . . . . . . . . 1,930 -- 1,930
Other income, net . . . . . . . . . . . . . . . . . . . 1,215 351c 1,566
--------- ------- --------
(8,082) (183) (8,265)
--------- ------- --------
Income before income taxes . . . . . . . . . . . . . . . . 46,082 2,931 49,013
Provision for income taxes . . . . . . . . . . . . . . . . 18,433 1,173c,f,g 19,606
--------- ------- --------
Income from continuing operations . . . . . . . . . . . . . $ 27,649 $ 1,758 $ 29,407
========= ======= ========
Income from continuing operations per common share . . . . $ 0.21 $ 0.21
========= ========
Weighted average number of common and common equivalent
shares outstanding . . . . . . . . . . . . . . . . . . 132,362 4,544c,f 136,906
========= ======= ========

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77
USA WASTE AND SANIFILL COMBINED
SUPPLEMENTALLY PROVIDED STATEMENT OF OPERATIONS INFORMATION

YEAR ENDED DECEMBER 31, 1995

SUPPLEMENTALLY SUPPLEMENTALLY
COMBINED PROVIDED PROVIDED
PRO FORMA ADJUSTMENTS INFORMATION
----------- --------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Operating revenues . . . . . . . . . . . . . . $ 987,705 $ 190,421c $ 1,178,126
----------- ----------- ------------
Costs and expenses:
Operating . . . . . . . . . . . . . . . . . 551,305 121,133c 672,438
General and administrative . . . . . . . . . 140,051 29,240c 169,291
Depreciation and amortization . . . . . . . 119,570 21,215c 140,785
Merger costs . . . . . . . . . . . . . . . . 25,639 -- 25,639
Unusual items . . . . . . . . . . . . . . . 4,733 -- 4,733
----------- ----------- ------------
841,298 171,588 1,012,886
----------- ----------- ------------

Income from operations . . . . . . . . . . . . 146,407 18,833 165,240
----------- ----------- ------------

Other income (expense):
Interest expense:
Nonrecurring interest . . . . . . . . . (10,994) -- (10,994)
Other . . . . . . . . . . . . . . . . . (48,558) 1,251a,b,c,e,f,g (47,307)
Interest income . . . . . . . . . . . . . . 5,482 789c 6,271
Other income, net . . . . . . . . . . . . . 5,143 695c 5,838
----------- ----------- ------------
(48,927) 2,735 (46,192)
----------- ----------- ------------

Income before income taxes . . . . . . . . . . 97,480 21,568 119,048
Provision for income taxes . . . . . . . . . . 64,437 5,996a,b,c,e,f,g 70,433
----------- ----------- ------------
Income from continuing operations . . . . . . . $ 33,043 $ 15,572 $ 48,615
=========== =========== ============

Income from continuing operations
per common share . . . . . . . . . . . . . . $ 0.29 $ 0.37
=========== ============
Weighted average number of common and common
equivalent shares outstanding . . . . . . . 113,279 17,852c,e,f 131,131
=========== =========== ============

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SUPPLEMENTAL ADJUSTMENTS

(a) Reduction of interest expense as a result of USA Waste's public offering
of 6,345,625 shares of its common stock on October 6, 1995, the net
proceeds of which were used for the repayment of approximately
$118,000,000 of debt, as if the transactions had occurred on January 1,
1995.

(b) Reduction of interest expense as a result of USA Waste's conversion of
$42,300,000 of its 8 1/2% convertible subordinated debentures into its
common stock at $13.25 per share between November 3, 1995 and December
1, 1995, as if the conversion had occurred on January 1, 1995.

(c) Increase in results of operations and changes in balance sheet accounts
assuming the 1995 and 1996 business combinations accounted for as
purchases had occurred on January 1, 1995.

(d) Increase in accumulated deficit and increase in long-term debt related
to estimated nonrecurring costs of $89,800,000, consisting of
$50,000,000 and $39,800,000 of costs related to the mergers with
Sanifill and Western, respectively. Actual merger costs may vary from
such estimates.

(e) Reduction of interest expense as a result of Sanifill's public offering
of 2,098,750 shares of common stock on August 23, 1995, certain net
proceeds of which were used for repayment of approximately $40,000,000
of debt, as if the transactions had occurred on January 1, 1995.

(f) Reduction of interest expense and balance sheet effect of Sanifill's
conversion of $59,800,000 of its 7 1/2% convertible subordinated
debentures into its common stock at $28.82 per share between March 19,
1996 and April 10, 1996, as if the conversion occurred at the beginning
of the period presented.

(g) Reduction of interest expense and balance sheet effect of Sanifill's
issuance of $115 million of 5% subordinated debentures on March 4, 1996,
all of the net proceeds of which were used for the repayment of debt, as
if the transaction occurred at the beginning of the period presented.

(h) Due to the refinancing of the USA Waste credit facility in connection
with the Western merger, there is no current maturity of this credit
facility, as principal reductions are not required for a three-year
period.

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79
PRINCIPAL STOCKHOLDERS OF USA WASTE AND SANIFILL

The following tables set forth information with respect to the
beneficial ownership of USA Waste Common Stock and Sanifill Common Stock as of
the Record Date by (1) each owner of more than 5% of such common stock, (2)
each director of USA Waste and Sanifill, (3) certain executive officers of USA
Waste and Sanifill, including the Chief Executive Officers and four most highly
compensated officers other than the Chief Executive Officer who were serving as
officers at December 31, 1995, and (4) all executive officers and directors of
USA Waste and Sanifill as a group. Except as otherwise indicated below, each of
the entities and persons named in the tables has sole voting and investment
power with respect to all shares of common stock beneficially owned. Unless
otherwise indicated, the address for each of the individuals or entities named
in the tables below is the principal executive offices of USA Waste or
Sanifill, as applicable.

USA WASTE

Amount of Percentage Percentage
Name Beneficial Ownership (1) Before the Merger After the Merger
---- ------------------------ ----------------- ----------------

Alliance Capital Management L.P. 5,221,466 (2) 5.9
1345 Avenue of the Americas
New York, New York 10105
John E. Drury 1,495,114 (3) 1.7
Donald F. Moorehead, Jr. 2,247,753 (4) 2.5
David Sutherland-Yoest 417,013 (5) * *
Earl E. DeFrates 121,754 (6) * *
Charles A. Wilcox -- * *
George L. Ball 72,931 (7) * *
Peter J. Gibbons 4,499 (8) * *
Richard J. Heckmann 10,439 * *
William E. Moffett 6,665 (9) * *
John G. Rangos, Sr. 7,663,911 8.7
Alexander W. Rangos 1,952,131 (10) 2.2
Kosti Shirvanian 9,051,061 (11) 10.0
Savey Tufenkian 1,086,579 (12) 1.2
All directors and executive 24,218,365 26.2
officers as a group (17
persons)

_____________
* Less than 1%.
(1) Includes shares over which such person shares voting or disposition power
and shares in which such person has the right to acquire beneficial
ownership within 60 days, including upon exercise of a stock option or
conversion of a convertible security.
(2) According to a Schedule 13F on file with the Commission.
(3) Includes 435,000 shares issuable pursuant to options exercisable within 60
days and 5,176 shares owned by Mr. Drury's spouse.
(4) Includes 369,000 shares issuable pursuant to options exercisable within 60
days and 228,632 shares owned by Mr. Moorehead's spouse and children.
(5) Includes 179,029 shares issuable pursuant to options exercisable within 60
days and 2,000 shares owned by Mr. Sutherland-Yoest's daughter.
(6) Includes 84,000 shares issuable pursuant to options exercisable within 60
days.
(7) Includes 10,000 shares issuable pursuant to options exercisable within 60
days and 32,135 shares owned by Mr. Ball's spouse and an investment
partnership for her children and 3,600 shares owned by Mr. Ball's
stepdaughter.
(8) Includes 2,499 shares issuable pursuant to options exercisable within 60
days.
(9) Includes 6,665 shares issuable pursuant to options exercisable within 60
days.
(10) Includes 80,709 shares issuable pursuant to options exercisable within 60
days and 1,210,008 shares held by John Rangos Development Corporation, Inc.
(11) Includes 2,337,000 shares issuable pursuant to options exercisable within
60 days and 6,581,680 shares held by a trust over which Mr. Shirvanian
and his wife share voting and investment power.
(12) Includes 686,250 shares issuable pursuant to options exercisable within 60
days, and shares and options exercisable within 60 days owned by Ms.
Tufenkian's husband.

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SANIFILL

Sanifill USA Waste
Common Stock Common Stock
Name Before the Merger (1) Percentage After the Merger (1) Percentage
---- --------------------- ---------- -------------------- ----------

Lorne D. Bain 437,703 (2) 1.8 744,095
Larry J. Martin 924,300 (3) 3.7 1,624,643(17)
Rodney R. Proto 353,314 (4) 1.4 602,049(18)
Alfred C. Warrington, IV 307,935 (5) 1.2 523,489
William L. Lynch 57,850 (7) * 98,345
Robert G. Jones 50,100 (6) * 85,170
Ralph F. Cox 25,000 (8) * 42,500
Raymond C. Loehr 15,000 (9) * 25,500
William J. Razzouk 10,000 (10) * 17,000
J. Chris Brewster 114,873 (11) * 233,534(19)
Charles E. Williams 23,611 (12) * 40,138
H. Steven Walton 23,609 (13) * 40,135
American Express Financial
Corp. 2,164,500 (14) 8.7 3,679,650
Pilgrim Baxter & Associates 1,901,600 (15) 7.6 3,232,720
T. Rowe Price & Associates, Inc. 1,459,900 (16) 5.8 2,481,830
All officers and directors as a
group (13 persons) 2,352,545 9.4 4,092,323
- ----------

* Less than 1%
(1) Includes shares over which such person shares voting or disposition power
and shares in which such person has the right to acquire beneficial owner-
ship within 60 days, including upon exercise of a stock option or
conversion of a convertible security.
(2) Share ownership amount for Mr. Bain includes 398,750 shares issuable
pursuant to options exercisable within 60 days.
(3) Share ownership amount for Mr. Martin includes 5,000 shares owned by Mr.
Martin's minor daughter.
(4) Share ownership amount for Mr. Proto includes 217,500 shares issuable
pursuant to options exercisable within 60 days and 100,000 shares
issuable upon exercise of common stock warrants.
(5) Share ownership amount for Mr. Warrington includes 15,000 shares issuable
pursuant to options exercisable within 60 days and 3,435 shares issuable
upon the conversion of the Company's convertible subordinated debentures,
485 of which may be acquired by Mr. Warrington's former wife. Share
ownership amount for Mr. Warrington also includes 68,000 shares held by
a limited partnership in which Mr. Warrington is a general partner; Mr.
Warrington disclaims beneficial ownership of such shares.
(6) Share ownership amount for Mr. Jones includes 15,000 shares issuable
pursuant to options exercisable within 60 days. Share ownership amount
for Mr. Jones excludes 300 shares owned by Mr. Jones' minor daughter, as
to which Mr. Jones disclaims beneficial ownership.
(7) Share ownership amount for Mr. Lynch includes 15,000 shares issuable
pursuant to options exercisable within 60 days.
(8) Share ownership amount for Mr. Cox includes 20,000 shares issuable
pursuant to options exercisable within 60 days.
(9) Share ownership amount for Mr. Loehr includes 15,000 shares issuable
pursuant to options exercisable within 60 days.
(10) Share ownership amount for Mr. Razzouk includes 10,000 shares issuable
pursuant to options exercisable within 60 days.
(11) Share ownership amount for Mr. Brewster includes 102,500 shares issuable
pursuant to options exercisable within 60 days.
(12) Share ownership amount for Mr. Williams includes 9,937 shares issuable
pursuant to options exercisable within 60 days.
(13) Share ownership amount for Mr. Walton includes 16,500 shares issuable
pursuant to options exercisable within 60 days.
(14) The address of American Express Financial Corp. is IDS Tower 10,
Minneapolis, Minnesota 55140.
(15) The address of Pilgrim Baxter & Associates is 1255 Drummers Lane, Suite
300, Wayne, Pennsylvania 19087.
(16) The address of T. Rowe Price & Associates, Inc. is 100 E. Pratt Street,
Baltimore, Maryland 21202. These securities are owned by various
individual and institutional investors, which T. Rowe Price & Associates,
Inc. ("Price Associates") serves as investment adviser with power to
direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.
(17) Includes 53,333 shares of USA Waste Common Stock currently owned by Mr.
Martin.
(18) Includes 1,416 shares of USA Waste Common Stock currently owned by Mr.
Proto.
(19) Includes shares receivable in respect of an option for an additional
22,500 shares of Sanifill Common Stock that will become exercisable in
connection with the Merger.

As a result of the Voting Agreements, each of USA Waste and Sanifill may
be deemed to beneficially own over 5% of the other's outstanding voting
securities. See "The Plan of Merger and Terms of the Merger--Voting
Agreements." Each of USA Waste and Sanifill disclaims beneficial ownership
with respect to such shares.

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MARKET PRICE DATA
MARKET INFORMATION

USA Waste Common Stock is traded on the NYSE under the symbol "UW."
Sanifill Common Stock is traded on the NYSE under the symbol "FIL." The
following table sets forth the range of high and low sale prices for the USA
Waste Common Stock and the Sanifill Common Stock, as reported on the NYSE.

USA Waste Sanifill
Common Stock Common Stock
---------------------- -----------------------
High Low High Low
---- --- ---- ---

1994
----

First Quarter . . . . . . . . . . . . . $ 15 $ 11 3/8 $ 25 $ 20 1/2
Second Quarter . . . . . . . . . . . . . 13 3/8 10 3/8 25 5/8 20
Third Quarter . . . . . . . . . . . . . 15 1/8 11 1/2 25 1/2 21 1/2
Fourth Quarter . . . . . . . . . . . . . 15 1/8 11 25 20 1/2

1995
----

First Quarter . . . . . . . . . . . . . $ 12 3/8 $ 10 $ 27 $ 22 3/8
Second Quarter . . . . . . . . . . . . . 16 5/8 11 1/2 31 5/8 24
Third Quarter . . . . . . . . . . . . . 21 7/8 14 5/8 34 1/8 29 3/4
Fourth Quarter . . . . . . . . . . . . . 22 1/2 17 34 29 1/8

1996
----

First Quarter . . . . . . . . . . . . . . . $ 25 5/8 $ 17 1/4 $ 39 1/4 $ 33
Second Quarter . . . . . . . . . . . . . . 32 1/2 24 50 1/8 37 7/8
Third Quarter (through July 12) . . . . . . 30 26 3/4 49 7/8 45 1/2

On , 1996, the closing sale price of USA Waste
Common Stock as reported on the NYSE was $ per share, and the closing
sale price of Sanifill Common on the NYSE was $ per share. Following
the Merger, USA Waste Common Stock will continue to be traded on the NYSE under
the symbol "UW," and the listing of Sanifill Common Stock on the NYSE will be
terminated.

DIVIDEND INFORMATION

USA Waste has never paid cash dividends on its Common Stock. Envirofil
paid stock dividends on its preferred stock prior to its acquisition by USA
Waste; the holders of such preferred stock received USA Waste Common Stock in
that acquisition, and no dividends have been paid by USA Waste. In addition,
Chambers paid a dividend on its Class A common stock in November 1990; the
holders of Chambers' Class A common stock received USA Waste Common Stock in
the merger with Chambers, and no dividends have been paid by USA Waste. The
Board of Directors of USA Waste presently intends to retain any earnings in the
foreseeable future for USA Waste's business. In addition, payment of dividends
on the USA Waste Common Stock is restricted by the terms of USA Waste's bank
credit agreement.

Sanifill has never paid cash dividends on its Common Stock. In
addition, payment of dividends on the Sanifill Common Stock is restricted by
the terms of its credit facility.

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DESCRIPTION OF USA WASTE CAPITAL STOCK

USA Waste is currently authorized to issue 150,000,000 shares of its
Common Stock, par value $.01 per share, of which shares
were outstanding on the Record Date and 10,000,000 shares of Preferred Stock,
none of which are outstanding. If the amendment to the Restated Certificate of
Incorporation of USA Waste is approved, the number of authorized shares of USA
Waste Common Stock will be increased to 300,000,000.

COMMON STOCK

Each holder of USA Waste Common Stock is entitled to one vote per
share held of record on each matter submitted to stockholders. Cumulative
voting for the election of directors is not permitted, and the holders of a
majority of shares voting for the election of directors can elect all members
of the USA Waste Board of Directors.

Subject to the rights of any holders of Preferred Stock, holders of
record of shares of USA Waste Common Stock are entitled to receive ratably
dividends when and if declared by the USA Waste Board of Directors out of funds
of USA Waste legally available therefor. In the event of a voluntary or
involuntary winding up or dissolution, liquidation or partial liquidation of
USA Waste, holders of USA Waste Common Stock are entitled to participate
ratably in any distribution of the assets of USA Waste, subject to any prior
rights of holders of any outstanding Preferred Stock.

Holders of USA Waste Common Stock have no conversion, redemption or
preemptive rights. All outstanding shares of USA Waste Common Stock are validly
issued, fully paid and nonassessable.

PREFERRED STOCK

The USA Waste Board of Directors is authorized, without further
approval of the stockholders, to issue the Preferred Stock in series and with
respect to each series, to fix its designations, relative rights (including
voting, dividend, conversion, sinking fund and redemption rights), preferences
(including with respect to dividends and upon liquidation), privileges and
limitations. The Board of Directors of USA Waste, without stockholder approval,
may issue Preferred Stock with voting and conversion rights, both of which
could adversely affect the voting power of the holders of USA Waste Common
Stock, and dividend or liquidation preferences that would restrict Common Stock
dividends or adversely affect the assets available for distribution to holders
of shares of Common Stock upon USA Waste's dissolution.

AUTHORIZED BUT UNISSUED SHARES

Authorized but unissued shares of USA Waste Common Stock or Preferred
Stock can be reserved for issuance by the Board of Directors of USA Waste from
time to time without further stockholder action for proper corporate purposes,
including stock dividends or stock splits, raising equity capital and
structuring future corporate transactions, including acquisitions.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the USA Waste Common Stock is
Boston EquiServe, Boston, Massachusetts.

LIMITED LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Certificate of Incorporation of USA Waste provides that the
directors of USA Waste shall not be liable to USA Waste or its stockholders for
monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by the DGCL. The foregoing limitation does not eliminate or
limit the liability of a director for any breach of a director's duty of
loyalty to USA Waste or its stockholders, for acts or omissions not in good
faith or which involved intentional misconduct or a knowing violation of law,
for any transaction from which the director derived an improper personal
benefit, or for approval of the unlawful payment of a dividend or an unlawful
stock purchase or redemption. The Certificate of Incorporation of USA Waste
also provides that USA Waste shall indemnify, and advance litigation expenses
to, its officers, directors, employees, and agents to the fullest extent
permitted by the DGCL and all other laws of the State of Delaware.

The DGCL provides that USA Waste has the power to indemnify any person
who is sued or threatened to be made a named party in a proceeding, other than
an action by or in the right of USA Waste, because such person is or was a
director, officer, employee, or agent of USA Waste or is or was serving at the
request of USA Waste as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses actually and reasonably incurred by such person in connection with
such proceeding. In order to be indemnified, the person must have (1) acted in
good faith; (2) acted in a manner he reasonably believed to be in or not
opposed to the best interests of USA Waste; and (3) with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The indemnification includes attorneys' fees, judgments,
fines and amounts paid in settlement.

The DGCL also provides that USA Waste may indemnify any person who is
sued or threatened to be made a named party in a proceeding by or in the right
of USA Waste to procure a judgment in its favor because such person is or was a
director, officer, employee or agent of USA Waste, or is or was serving at the
request of USA Waste as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. In order
to be indemnified, the person must have conducted himself or herself in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of USA Waste. No indemnification may be made, however,
with respect to any claim, issue or matter as to which such person shall have
been judged to be liable to USA

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Waste unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which the
court shall deem proper.

Indemnification by USA Waste is subject to a determination that the
director, officer, employee or agent has met the applicable standard of
conduct. The determination must be made (1) by a majority vote of a quorum of
the USA Waste Board of Directors, consisting only of directors who were not
parties to such action, suit or proceeding; (2) if such a quorum cannot be
obtained, or even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or (3) by the
stockholders of USA Waste.

USA Waste maintains an officers and directors liability insurance
policy insuring officers and directors of USA Waste and its subsidiaries
against certain liabilities, including liabilities under the Securities Act.
The effect of such policy is to indemnify the officers and directors of USA
Waste against losses incurred by them while acting in such capacities.

Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers, or persons controlling USA Waste
pursuant to the foregoing provisions, USA Waste had been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in such Act and is therefore unenforceable.

PROPOSALS OF STOCKHOLDERS FOR ANNUAL MEETING

The Board of Directors of USA Waste will consider proposals of
stockholders intended to be presented for action at the 1997 Annual Meeting of
Stockholders. A stockholder proposal must be submitted in writing and be
received at USA Waste's principal executive offices, 5400 LBJ Freeway, Suite
300 -- Tower One, Dallas, Texas 75240, no later than December 3, 1996, to be
considered for inclusion in USA Waste's proxy statement and form of proxy
relating to the 1997 Annual Meeting of Stockholders. Submission of a
stockholder proposal does not assure inclusion in the proxy statement or form
of proxy because proposals must meet certain Commission rules.

OTHER MATTERS

The Boards of Directors of USA Waste and Sanifill do not know of any
other matters to be presented for action at the Meetings other than those
listed in each company's respective Notice of Meeting and referred to herein.

LEGAL MATTERS

The validity of the USA Waste Common Stock to be issued in connection
with the Merger and certain legal issues and tax consequences of the Merger
will be passed upon by Andrews & Kurth L.L.P., Houston, Texas. Certain legal
issues and tax consequences of the Merger will be passed upon for Sanifill by
Baker & Botts, L.L.P., Houston, Texas.

EXPERTS

The consolidated financial statements of USA Waste and subsidiaries as
of December 31, 1994 and 1995, and for each of the three years in the period
ended December 31, 1995, which is included in USA Waste's Annual Report on Form
10-K for the fiscal year ended December 31, 1995 and the supplemental
consolidated balance sheets of USA Waste as of December 31, 1994 and 1995 and
the supplemental consolidated statements of operations, retained earnings and
cash flows for each of the years in the three-year period ended December 31,
1995, and the consolidated financial statements of USA Waste Services, Inc.
appearing in USA Waste Services, Inc.'s Current Report on Form 8-K/A (Amendment
No. 3) filed July 1, 1996 incorporated by reference in this Joint Proxy
Statement and Prospectus, have been

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incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

The consolidated financial statements of Sanifill appearing in
Sanifill's Annual Report on Form 10-K for the year ended December 31, 1995 and
the financial statements of various companies acquired by Sanifill appearing in
Sanifill's Current Reports on Form 8-K dated February 5, 1996, February 11,
1996 and March 20, 1996 incorporated by reference in this Joint Proxy Statement
and Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated herein by reference in reliance upon the authority of such firm as
experts in accounting and auditing.

The consolidated financial statements of Western Waste Industries at
June 30, 1995 and 1994, and for each of the three years in the period ended
June 30, 1995, included in USA Waste's Current Report on Form 8-K dated January
9, 1996, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon and included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

INDEPENDENT AUDITORS

Representatives of Coopers & Lybrand L.L.P., USA Waste's independent
auditors, are expected to be present at the USA Waste Special Meeting and will
have the opportunity to make a statement if they so desire. Such
representatives are also expected to be available to respond to appropriate
questions.

Representatives of Arthur Andersen LLP, Sanifill's independent auditors,
are expected to be present at the Sanifill Special Meeting and will have the
opportunity to make a statement if they so desire. Such representatives are
also expected to be available to respond to appropriate questions.

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ANNEX A

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

DATED AS OF JUNE 22, 1996

BY AND AMONG

USA WASTE SERVICES, INC.,

QUATRO ACQUISITION CORP.

AND

SANIFILL, INC.

86
TABLE OF CONTENTS

Page No.
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ARTICLE I THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Section 1.1. The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Section 1.2. Effective Time of the Merger . . . . . . . . . . . . . . . . . . A-1

ARTICLE II THE SURVIVING AND PARENT CORPORATIONS . . . . . . . . . . . . . . . . . . . . . A-2
Section 2.1. Certificate of Incorporation . . . . . . . . . . . . . . . . . . A-2
Section 2.2. By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
Section 2.3. Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
Section 2.4. Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
Section 2.5. Corporate Offices . . . . . . . . . . . . . . . . . . . . . . . . A-3

ARTICLE III CONVERSION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
Section 3.1. Conversion of Company Shares in the Merger . . . . . . . . . . . A-3
Section 3.2. Conversion of Subsidiary Shares . . . . . . . . . . . . . . . . . A-3
Section 3.3. Exchange of Certificates. . . . . . . . . . . . . . . . . . . . . A-3
Section 3.4. No Fractional Securities . . . . . . . . . . . . . . . . . . . . A-5
Section 3.5. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
Section 3.6. Closing of the Company's Transfer Books . . . . . . . . . . . . . A-5

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY . . . . . . . . . . . . A-5
Section 4.1. Organization and Qualification . . . . . . . . . . . . . . . . . A-5
Section 4.2. Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . A-6
Section 4.3. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
Section 4.4. Authority; Non-Contravention; Approvals . . . . . . . . . . . . . A-7
Section 4.5. Reports and Financial Statements . . . . . . . . . . . . . . . . A-8
Section 4.6. Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . A-9
Section 4.7. Absence of Certain Changes or Events . . . . . . . . . . . . . . A-9
Section 4.8. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
Section 4.9. Registration Statement and Proxy Statement . . . . . . . . . . . A-9
Section 4.10. No Violation of Law . . . . . . . . . . . . . . . . . . . . . . . A-10
Section 4.11. Compliance with Agreements . . . . . . . . . . . . . . . . . . . A-10
Section 4.12. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
Section 4.13. Employee Benefit Plans; ERISA . . . . . . . . . . . . . . . . . . A-11
Section 4.14. Labor Controversies . . . . . . . . . . . . . . . . . . . . . . . A-13
Section 4.15. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . A-13
Section 4.16. Non-competition Agreements . . . . . . . . . . . . . . . . . . . A-14
Section 4.17. Title to Assets . . . . . . . . . . . . . . . . . . . . . . . . . A-14
Section 4.18. Reorganization and Pooling of Interests . . . . . . . . . . . . . A-15
Section 4.19. Parent Stockholders' Approval . . . . . . . . . . . . . . . . . . A-15
Section 4.20. Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . A-15
Section 4.21. Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . A-15
Section 4.22. Ownership of Company Common Stock . . . . . . . . . . . . . . . . A-15
Section 4.23. Parent Disclosure Schedule . . . . . . . . . . . . . . . . . . . A-15

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ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . . . . . . A-16
Section 5.1. Organization and Qualification . . . . . . . . . . . . . . . . . A-16
Section 5.2. Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . A-16
Section 5.3. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 5.4. Authority; Non-Contravention; Approvals . . . . . . . . . . . . . A-17
Section 5.5. Reports and Financial Statements . . . . . . . . . . . . . . . . A-18
Section 5.6. Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . A-19
Section 5.7. Absence of Certain Changes or Events . . . . . . . . . . . . . . A-19
Section 5.8. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
Section 5.9. Registration Statement and Proxy Statement . . . . . . . . . . . A-20
Section 5.10. No Violation of Law . . . . . . . . . . . . . . . . . . . . . . . A-20
Section 5.11. Compliance with Agreements . . . . . . . . . . . . . . . . . . . A-21
Section 5.12. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Section 5.13. Employee Benefit Plans; ERISA . . . . . . . . . . . . . . . . . . A-21
Section 5.14. Labor Controversies . . . . . . . . . . . . . . . . . . . . . . . A-23
Section 5.15. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . A-23
Section 5.16. Non-competition Agreements . . . . . . . . . . . . . . . . . . . A-24
Section 5.17. Title to Assets . . . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 5.18. Reorganization and Pooling of Interests . . . . . . . . . . . . . A-24
Section 5.19. Company Stockholders' Approval . . . . . . . . . . . . . . . . . A-24
Section 5.20. Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 5.21. Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . A-25
Section 5.22. Amendment to Preferred Stock Rights Agreement . . . . . . . . . . A-25
Section 5.23. Company Disclosure Schedule . . . . . . . . . . . . . . . . . . . A-25

ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER . . . . . . . . . . . . . . . . . . . . A-25
Section 6.1. Conduct of Business by the Company Pending the Merger . . . . . . A-25
Section 6.2. Conduct of Business by Parent and Subsidiary
Pending the Merger . . . . . . . . . . . . . . . . . . . . A-27
Section 6.3. Control of the Company's Operations . . . . . . . . . . . . . . . A-29
Section 6.4. Control of Parent's Operations . . . . . . . . . . . . . . . . . A-29
Section 6.5. Acquisition Transactions . . . . . . . . . . . . . . . . . . . . A-29

ARTICLE VII ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
Section 7.1. Access to Information . . . . . . . . . . . . . . . . . . . . . . A-30
Section 7.2. Registration Statement and Proxy Statement . . . . . . . . . . . A-31
Section 7.3. Stockholders' Approvals . . . . . . . . . . . . . . . . . . . . . A-31
Section 7.4. Compliance with the Securities Act . . . . . . . . . . . . . . . A-31
Section 7.5. Exchange Listing . . . . . . . . . . . . . . . . . . . . . . . . A-32
Section 7.6. Expenses and Fees . . . . . . . . . . . . . . . . . . . . . . . . A-32
Section 7.7. Agreement to Cooperate . . . . . . . . . . . . . . . . . . . . . A-32
Section 7.8. Public Statements . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 7.9. Option Plans . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 7.10. Notification of Certain Matters . . . . . . . . . . . . . . . . . A-33
Section 7.11. Directors' and Officers' Indemnification . . . . . . . . . . . . A-34

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Section 7.12. Corrections to the Joint Proxy Statement/Prospectus
and Registration Statement . . . . . . . . . . . . . . . . A-35
Section 7.13. Effect on Accounting Treatment . . . . . . . . . . . . . . . . . A-35
Section 7.14. Amendment of Certain Acquisition Agreements . . . . . . . . . . . A-35

ARTICLE VIII CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
Section 8.1. Conditions to Each Party's Obligation to Effect the Merger . . . A-35
Section 8.2. Conditions to Obligation of the Company to Effect the
Merger . . . . . . . . . . . . . . . . . . . . . . . . . . A-36
Section 8.3. Conditions to Obligations of Parent and Subsidiary
to Effect the Merger . . . . . . . . . . . . . . . . . . . A-37

ARTICLE IX TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . . . . . . A-38
Section 9.1. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . A-38
Section 9.2. Effect of Termination . . . . . . . . . . . . . . . . . . . . . . A-40
Section 9.3. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40
Section 9.4. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40

ARTICLE X GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40
Section 10.1. Non-Survival of Representations and Warranties . . . . . . . . . A-40
Section 10.2. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40
Section 10.3. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . A-41
Section 10.4. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . A-41
Section 10.5. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . A-42
Section 10.6. Parties In Interest . . . . . . . . . . . . . . . . . . . . . . . A-42

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 22, 1996
(this "Agreement"), by and among USA Waste Services, Inc., a Delaware
corporation ("Parent"), Quatro Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Subsidiary"), and Sanifill, Inc., a
Delaware corporation (the "Company");

W I T N E S S E T H:

WHEREAS, the Boards of Directors of Parent, Subsidiary and the
Company have approved the merger of Subsidiary with and into the Company on the
terms set forth in this Agreement (the "Merger"); and

WHEREAS, Parent, Subsidiary and the Company intend the Merger to
qualify as a tax-free reorganization under the provisions of Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
thereunder;

WHEREAS, in connection with the Merger and as an inducement to
the Company to enter into this Agreement, the Company, Parent and the
shareholders of Parent listed on the Parent Disclosure Schedule (as defined in
Article IV) have executed as of the date hereof a voting agreement in favor of
the Company with respect to, among other things, the voting of shares of
capital stock of Parent held or to be held by them in favor of the Merger; and

WHEREAS, in connection with the Merger and as an inducement to
Parent to enter into this Agreement, Parent, the Company and the shareholders
of the Company listed on the Company Disclosure Schedule (as defined in Article
V) have executed as of the date hereof a voting agreement in favor of Parent
with respect to, among other things, the voting of shares of capital stock of
the Company held or to be held by such shareholder in favor of the Merger.

NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, agree as follows:

ARTICLE I
THE MERGER

SECTION 1.1. THE MERGER. Upon the terms and subject to the
conditions of this Agreement, at the Effective Time (as defined in Section 1.2)
in accordance with the General Corporation Law of the State of Delaware (the
"DGCL"), Subsidiary shall be merged with and into the Company and the separate
existence of Subsidiary shall thereupon cease. The Company shall be the
surviving corporation in the Merger and is hereinafter sometimes referred to as
the "Surviving Corporation."

SECTION 1.2. EFFECTIVE TIME OF THE MERGER. The Merger shall become
effective at such time (the "Effective Time") as shall be stated in a
certificate of merger, in a form mutually acceptable to Parent

Page A-1

90
and the Company, to be filed with the Secretary of State of the State of
Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing
shall be made simultaneously with or as soon as practicable after the closing
of the transactions contemplated by this Agreement in accordance with Section
3.5. The parties acknowledge that it is their mutual desire and intent to
consummate the Merger as soon as practicable after the date hereof.
Accordingly, the parties shall, subject to the provisions hereof and to the
fiduciary duties of their respective boards of directors, use all reasonable
efforts to consummate, as soon as practicable, the transactions contemplated by
this Agreement in accordance with Section 3.5.

ARTICLE II
THE SURVIVING AND PARENT CORPORATIONS

SECTION 2.1. CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of Subsidiary as in effect immediately prior to the Effective
Time shall be the Certificate of Incorporation of the Surviving Corporation
after the Effective Time, and thereafter may be amended in accordance with its
terms and as provided in the DGCL.

SECTION 2.2. BY-LAWS. The By-laws of Subsidiary as in effect
immediately prior to the Effective Time shall be the By-laws of the Surviving
Corporation after the Effective Time, and thereafter may be amended in
accordance with their terms and as provided by the Certificate of Incorporation
of the Surviving Corporation and the DGCL.

SECTION 2.3. DIRECTORS. (a) The Board of Directors of Parent shall
take such action as may be necessary to cause Parent's Board of Directors
immediately following the Effective Time to be composed of twelve members,
including three members designated by the Board of Directors of the Company
prior to the Closing (the "Company Designees"). One of the Company Designees
shall be Rodney R. Proto and the remaining two Company Designees shall be
non-officers of the Company and its subsidiaries reasonably acceptable to
Parent. If the Board positions are of different terms, the Company shall have
the right to designate which of the Company Designees shall fill each Board
position. Rodney R. Proto shall have an initial term of office expiring in
1997 or thereafter and the remaining two Company Designees shall have initial
terms of office expiring in 1998 or thereafter. If the initial term of Rodney
R. Proto shall expire in 1997, the Board of Directors of the Company shall take
such action as may be necessary to renominate Rodney R. Proto to the Board of
Directors of the Company with a term of office expiring in 2000 or thereafter.
All of the Company Designees shall serve in accordance with the charter and
bylaws of Parent until their respective successors are duly elected or
appointed and qualified. One of the Company Designees (to be designated by the
Board of Directors of the Company prior to the Closing and reasonably
acceptable to Parent) shall be appointed by the Board of Directors of Parent to
the Executive Committee of Parent's Board of Directors to serve in accordance
with the By-laws of Parent.

(b) The directors of Subsidiary in office immediately prior to the
Effective Time shall be the directors of the Surviving Corporation after the
Effective Time, and such directors shall serve in accordance with the By-laws
of the Surviving Corporation until their respective successors are duly elected
or appointed and qualified.

SECTION 2.4. OFFICERS. (a) Immediately following the Effective
Time, the Board of Directors of Parent shall elect Rodney R. Proto as President
and Chief Operating Officer of Parent to serve in accordance with the By-laws
of Parent.

Page A-2
91
(b) The officers of Subsidiary in office immediately prior to the
Effective Time shall be the officers of the Surviving Corporation after the
Effective Time, and such officers shall serve in accordance with the By-laws of
the Surviving Corporation until their respective successors are duly elected or
appointed and qualified.

SECTION 2.5. CORPORATE OFFICES. As soon as practicable following the
Effective Time, Parent shall transfer Parent's principal executive offices to
Houston, Texas.

ARTICLE III
CONVERSION OF SHARES

SECTION 3.1. CONVERSION OF COMPANY SHARES IN THE MERGER. At the
Effective Time, by virtue of the Merger and without any action on the part of
any holder of any capital stock of Parent or the Company:

(a) each share of the common stock, par value $.01 per share, of
the Company (the "Company Common Stock") shall, subject to Sections
3.3 and 3.4, be converted into the right to receive, without interest,
1.70 (the "Exchange Ratio") shares of the common stock, par value $.01
per share, of Parent ("Parent Common Stock");

(b) each share of capital stock of the Company, if any, owned by
Parent or any subsidiary of Parent or held in treasury by the Company
or any subsidiary of the Company immediately prior to the Effective
Time shall be canceled and no consideration shall be paid in exchange
therefor and shall cease to exist from and after the Effective Time;
and

(c) subject to and as more fully provided in Section 7.9,
each unexpired option or warrant to purchase Company Common Stock that
is outstanding at the Effective Time, whether or not exercisable,
shall automatically and without any action on the part of the holder
thereof be converted into an option or warrant to purchase a number of
shares of Parent Common Stock equal to the number of shares of Company
Common Stock that could be purchased under such option or warrant
multiplied by the Exchange Ratio, at a price per share of Parent
Common Stock equal to the per share exercise price of such option or
warrant divided by the Exchange Ratio.

SECTION 3.2. CONVERSION OF SUBSIDIARY SHARES. At the Effective
Time, by virtue of the Merger and without any action on the part of Parent as
the sole stockholder of Subsidiary, each issued and outstanding share of common
stock, par value $.01 per share, of Subsidiary ("Subsidiary Common Stock")
shall be converted into one share of common stock, par value $.01 per share, of
the Surviving Corporation.

SECTION 3.3. EXCHANGE OF CERTIFICATES. (a) From and after the
Effective Time, each holder of an outstanding certificate which immediately
prior to the Effective Time represented shares of Company Common Stock shall be
entitled to receive in exchange therefor, upon surrender thereof to an exchange
agent reasonably satisfactory to Parent and the Company (the "Exchange Agent"),
a certificate or certificates representing the number of whole shares of Parent
Common Stock to which such holder is entitled pursuant to Section 3.1(a).
Notwithstanding any other provision of this Agreement, (i) until holders or
transferees of certificates theretofore representing shares of Company Common
Stock have surrendered them for exchange as provided herein, no dividends shall
be paid with respect to any shares represented by such certificates and

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no payment for fractional shares shall be made and (ii) without regard to when
such certificates representing shares of Company Common Stock are surrendered
for exchange as provided herein, no interest shall be paid on any dividends or
any payment for fractional shares. Upon surrender of a certificate which
immediately prior to the Effective Time represented shares of Company Common
Stock, there shall be paid to the holder of such certificate the amount of any
dividends which theretofore became payable, but which were not paid by reason
of the foregoing, with respect to the number of whole shares of Parent Common
Stock represented by the certificate or certificates issued upon such
surrender.

(b) If any certificate for shares of Parent Common Stock is to be
issued in a name other than that in which the certificate for shares of Company
Common Stock surrendered in exchange therefor is registered, it shall be a
condition of such exchange that the person requesting such exchange shall pay
any applicable transfer or other taxes required by reason of such issuance.

(c) Promptly after the Effective Time, Parent shall make available to
the Exchange Agent the certificates representing shares of Parent Common Stock
required to effect the exchanges referred to in paragraph (a) above and cash
for payment of any fractional shares referred to in Section 3.4.

(d) Promptly after the Effective Time, the Exchange Agent shall mail
to each holder of record of a certificate or certificates that immediately
prior to the Effective Time represented outstanding shares of Company Common
Stock (the "Company Certificates") (i) a letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to the
Company Certificates shall pass, only upon actual delivery of the Company
Certificates to the Exchange Agent) and (ii) instructions for use in effecting
the surrender of the Company Certificates in exchange for certificates
representing shares of Parent Common Stock. Upon surrender of Company
Certificates for cancellation to the Exchange Agent, together with a duly
executed letter of transmittal and such other documents as the Exchange Agent
shall reasonably require, the holder of such Company Certificates shall be
entitled to receive in exchange therefor a certificate representing that number
of whole shares of Parent Common Stock into which the shares of Company Common
Stock theretofore represented by the Company Certificates so surrendered shall
have been converted pursuant to the provisions of Section 3.1(a), and the
Company Certificates so surrendered shall be canceled. Notwithstanding the
foregoing, neither the Exchange Agent nor any party hereto shall be liable to a
holder of shares of Company Common Stock for any shares of Parent Common Stock
or dividends or distributions thereon delivered to a public official pursuant
to applicable abandoned property, escheat or similar laws.

(e) Promptly following the date which is nine months after the
Effective Date, the Exchange Agent shall deliver to Parent all cash,
certificates (including any Parent Common Stock) and other documents in its
possession relating to the transactions described in this Agreement, and the
Exchange Agent's duties shall terminate. Thereafter, each holder of a Company
Certificate may surrender such Company Certificate to the Surviving Corporation
and (subject to applicable abandoned property, escheat and similar laws)
receive in exchange therefor the Parent Common Stock, without any interest
thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent,
Subsidiary, the Company or the Surviving Corporation shall be liable to a
holder of shares of Company Common Stock for any shares of Parent Common Stock
delivered to a public official pursuant to applicable abandoned property,
escheat or similar laws.

(f) In the event any Company Certificate shall have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming such Company Certificate to be lost, stolen or destroyed, the
Surviving Corporation shall issue in exchange for such lost, stolen or
destroyed Company Certificate the

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Parent Common Stock deliverable in respect thereof determined in accordance
with this Article III. When authorizing such issuance in exchange therefor,
the Board of Directors of the Surviving Corporation may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed Company Certificate to give the Surviving Corporation
such indemnity as it may reasonably direct as protection against any claim that
may be made against the Surviving Corporation with respect to the Company
Certificate alleged to have been lost, stolen or destroyed.

SECTION 3.4. NO FRACTIONAL SECURITIES. Notwithstanding any other
provision of this Agreement, no certificates or scrip for fractional shares of
Parent Common Stock shall be issued in the Merger and no Parent Common Stock
dividend, stock split or interest shall relate to any fractional security, and
such fractional interests shall not entitle the owner thereof to vote or to any
other rights of a security holder. In lieu of any such fractional shares, each
holder of shares of Company Common Stock who would otherwise have been entitled
to receive a fraction of a share of Parent Common Stock upon surrender of
Company Certificates for exchange pursuant to this Article III shall be
entitled to receive from the Exchange Agent a cash payment equal to such
fraction multiplied by the average closing price per share of Parent Common
Stock on the New York Stock Exchange, as reported by the Wall Street Journal,
during the 10 trading days immediately preceding the Effective Time.

SECTION 3.5. CLOSING. The closing (the "Closing") of the
transactions contemplated by this Agreement shall take place at a location
mutually agreeable to Parent and the Company as promptly as practicable
following the date on which the last of the conditions set forth in Article
VIII is fulfilled or waived, or at such other time and place as Parent and the
Company shall agree. The date on which the Closing occurs is referred to in
this Agreement as the "Closing Date."

SECTION 3.6. CLOSING OF THE COMPANY'S TRANSFER BOOKS. At and after
the Effective Time, holders of Company Certificates shall cease to have any
rights as stockholders of the Company, except for the right to receive shares
of Parent Common Stock pursuant to Section 3.1 and the right to receive cash
for payment of fractional shares pursuant to Section 3.4. At the Effective
Time, the stock transfer books of the Company shall be closed and no transfer
of shares of Company Common Stock which were outstanding immediately prior to
the Effective Time shall thereafter be made. If, after the Effective Time,
subject to the terms and conditions of this Agreement, Company Certificates
formerly representing shares of Company Common Stock are presented to the
Surviving Corporation, they shall be canceled and exchanged for shares of
Parent Common Stock in accordance with this Article III.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF PARENT AND SUBSIDIARY

Parent and Subsidiary each represent and warrant to the Company that,
except as set forth in the Disclosure Schedule dated as of the date hereof and
signed by an authorized officer of Parent (the "Parent Disclosure Schedule"),
each of which exceptions shall specifically identify the relevant Section
hereof to which it relates:

SECTION 4.1. ORGANIZATION AND QUALIFICATION. Each of Parent and
Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation and has the requisite
power and authority to own, lease and operate its assets and properties and to
carry on its

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business as it is now being conducted. Each of Parent and Subsidiary is
qualified to do business and is in good standing in each jurisdiction in which
the properties owned, leased or operated by it or the nature of the business
conducted by it makes such qualification necessary, except where the failure to
be so qualified and in good standing will not, when taken together with all
other such failures, have a material adverse effect on the business,
operations, properties, assets, condition (financial or other) or results of
operations of Parent and its subsidiaries, taken as a whole. True, accurate
and complete copies of each of Parent's and Subsidiary's charters and By-laws,
in each case as in effect on the date hereof, including all amendments thereto,
have heretofore been delivered to the Company.

SECTION 4.2. CAPITALIZATION. (a) As of June 15, 1996, the authorized
capital stock of Parent consisted of 150,000,000 shares of Parent Common Stock
and 10,000,000 shares of preferred stock, par value $.01 per share ("Parent
Preferred Stock"). As of June 15, 1996, (i) 88,330,623 shares of Parent Common
Stock were issued and outstanding, all of which were validly issued and are
fully paid, nonassessable and free of preemptive rights, (ii) no shares of
Parent Preferred Stock were issued and outstanding, (iii) 26,310 shares of
Parent Common Stock and no shares of Company Preferred Stock were held in the
treasury of Parent and (iv) 13,136,521 shares of Parent Common Stock were
reserved for issuance pursuant to the exercise of outstanding options and
warrants to purchase Parent Common Stock. Assuming the exercise of all
outstanding options and warrants to purchase Parent Common Stock, as of June
15, 1996, there would be 101,467,144 shares of Parent Common Stock issued and
outstanding. In addition, as of June 15, 1996, 4,364,152 shares of Parent
Common Stock were reserved and unissued pending conversion of shares of
acquired companies.

(b) The authorized capital stock of Subsidiary consists of 1,000
shares of Subsidiary Common Stock, of which 100 shares are issued and
outstanding, which shares are owned beneficially and of record by Parent.

(c) Except as disclosed in the Parent SEC Reports (as defined in
Section 4.5), as of the date hereof, there are no outstanding subscriptions,
options, calls, contracts, commitments, understandings, restrictions,
arrangements, rights or warrants, including any right of conversion or exchange
under any outstanding security, instrument or other agreement and also
including any rights plan or other anti-takeover agreement, obligating Parent
or any subsidiary of Parent to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of the capital stock of Parent or
obligating Parent or any subsidiary of Parent to grant, extend or enter into
any such agreement or commitment. Except as otherwise disclosed in the Parent
SEC Reports, there are no voting trusts, proxies or other agreements or
understandings to which Parent or any subsidiary of Parent is a party or is
bound with respect to the voting of any shares of capital stock of Parent other
than voting agreements executed in connection with this Agreement. The
Shareholders Agreement dated as of December 18, 1995 between Parent and Donald
F. Moorehead, Jr., John E. Drury, John G. Rangos, Sr., John G. Rangos, Jr.,
Alexander W. Rangos and John Rangos Development Corporation, Inc. has been
terminated in connection with the execution of this Agreement. The shares of
Parent Common Stock issued to stockholders of the Company in the Merger will be
at the Effective Time duly authorized, validly issued, fully paid and
nonassessable and free of preemptive rights.

SECTION 4.3. SUBSIDIARIES. Each direct and indirect corporate
subsidiary of Parent is duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation and has the requisite power
and authority to own, lease and operate its assets and properties and to carry
on its business as it is now being conducted. Each subsidiary of Parent is
qualified to do business, and is in good standing, in each jurisdiction in
which the properties owned, leased or operated by it or the nature of the
business conducted by it makes such qualification necessary, except where the
failure to be so qualified and

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in good standing would not, when taken together with all such other failures,
have a material adverse effect on the business, operations, properties, assets,
condition (financial or other) or results of operations of Parent and its
subsidiaries, taken as a whole. All of the outstanding shares of capital stock
of each corporate subsidiary of Parent are validly issued, fully paid,
nonassessable and free of preemptive rights, and are owned directly or
indirectly by Parent, free and clear of any liens, claims or encumbrances,
except that such shares are pledged to secure Parent's credit facilities.
There are no subscriptions, options, warrants, rights, calls, contracts, voting
trusts, proxies or other commitments, understandings, restrictions or
arrangements relating to the issuance, sale, voting, transfer, ownership or
other rights with respect to any shares of capital stock of any corporate
subsidiary of Parent, including any right of conversion or exchange under any
outstanding security, instrument or agreement. As used in this Agreement, the
term "subsidiary" shall mean, when used with reference to any person or entity,
any corporation, partnership, joint venture or other entity of which such
person or entity (either acting alone or together with its other subsidiaries)
owns, directly or indirectly, 50% or more of the stock or other voting
interests, the holders of which are entitled to vote for the election of a
majority of the board of directors or any similar governing body of such
corporation, partnership, joint venture or other entity.

SECTION 4.4. AUTHORITY; NON-CONTRAVENTION; APPROVALS. (a) Parent
and Subsidiary each have full corporate power and authority to enter into this
Agreement and, subject to the Parent Stockholders' Approval (as defined in
Section 7.3(b)) and the Parent Required Statutory Approvals (as defined in
Section 4.4(c)), to consummate the transactions contemplated hereby. This
Agreement has been approved by the Boards of Directors of Parent and
Subsidiary, and no other corporate proceedings on the part of Parent or
Subsidiary are necessary to authorize the execution and delivery of this
Agreement or, except for the Parent Stockholders' Approval, the consummation by
Parent and Subsidiary of the transactions contemplated hereby. This Agreement
has been duly executed and delivered by each of Parent and Subsidiary, and,
assuming the due authorization, execution and delivery hereof by the Company,
constitutes a valid and legally binding agreement of each of Parent and
Subsidiary enforceable against each of them in accordance with its terms,
except that such enforcement may be subject to (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting or relating to
enforcement of creditors' rights generally and (ii) general equitable
principles. Without limitation of the foregoing, each of the covenants and
obligations of Parent set forth in Sections 6.2, 7.1, 7.2, 7.3, 7.6, 7.7, 7.8,
7.10 and 7.12 is valid, legally binding and enforceable (subject as aforesaid)
notwithstanding the absence of the Parent Stockholders' Approval.

(b) The execution and delivery of this Agreement by each of Parent and
Subsidiary do not violate, conflict with or result in a breach of any provision
of, or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination or
acceleration under, or result in the creation of any lien, security interest,
charge or encumbrance upon any of the properties or assets of Parent or any of
its subsidiaries under any of the terms, conditions or provisions of (i) the
respective charters or by-laws of Parent or any of its subsidiaries, (ii) any
statute, law, ordinance, rule, regulation, judgment, decree, order, injunction,
writ, permit or license of any court or governmental authority applicable to
Parent or any of its subsidiaries or any of their respective properties or
assets or (iii) any note, bond, mortgage, indenture, deed of trust, license,
franchise, permit, concession, contract, lease or other instrument, obligation
or agreement of any kind to which Parent or any of its subsidiaries is now a
party or by which Parent or any of its subsidiaries or any of their respective
properties or assets may be bound or affected. The consummation by Parent and
Subsidiary of the transactions contemplated hereby will not result in any
violation, conflict, breach, termination, acceleration or creation of liens
under any of the terms, conditions or provisions described in clauses (i)
through (iii) of the preceding sentence, subject (x) in the case of the terms,
conditions

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or provisions described in clause (ii) above, to obtaining (prior to the
Effective Time) the Parent Required Statutory Approvals and the Parent
Stockholder's Approval and (y) in the case of the terms, conditions or
provisions described in clause (iii) above, to obtaining (prior to the
Effective Time) consents required from commercial lenders, lessors or other
third parties as specified on the Parent Disclosure Schedule. Excluded from
the foregoing sentences of this paragraph (b), insofar as they apply to the
terms, conditions or provisions described in clauses (ii) and (iii) of the
first sentence of this paragraph (b), are such violations, conflicts, breaches,
defaults, terminations, accelerations or creations of liens, security
interests, charges or encumbrances that would not, in the aggregate, have a
material adverse effect on the business, operations, properties, assets,
condition (financial or other) results of operations of Parent and its
subsidiaries, taken as a whole.

(c) Except for (i) the filings by Parent required by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), (ii) the filing of the Joint Proxy Statement/Prospectus (as defined in
Section 4.9) with the Securities and Exchange Commission (the "SEC") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the Securities Act of 1933, as amended (the "Securities Act"), and the
declaration of the effectiveness thereof by the SEC and filings with various
state blue sky authorities, (iii) the making of the Merger Filing with the
Secretary of State of the State of Delaware in connection with the Merger, and
(iv) any required filings with or approvals from applicable state environmental
authorities, public service commissions and public utility commissions (the
filings and approvals referred to in clauses (i) through (iv) are collectively
referred to as the "Parent Required Statutory Approvals"), no declaration,
filing or registration with, or notice to, or authorization, consent or
approval of, any governmental or regulatory body or authority is necessary for
the execution and delivery of this Agreement by Parent or Subsidiary or the
consummation by Parent or Subsidiary of the transactions contemplated hereby,
other than such declarations, filings, registrations, notices, authorizations,
consents or approvals which, if not made or obtained, as the case may be, would
not, in the aggregate, have a material adverse effect on the business,
operations, properties, assets, condition (financial or other) or results of
operations of Parent and its subsidiaries, taken as a whole.

SECTION 4.5. REPORTS AND FINANCIAL STATEMENTS. Since January 1,
1994, Parent has filed with the SEC all forms, statements, reports and
documents (including all exhibits, post-effective amendments and supplements
thereto) required to be filed by it under each of the Securities Act, the
Exchange Act and the respective rules and regulations thereunder, all of which,
as amended if applicable, complied when filed in all material respects with all
applicable requirements of the appropriate act and the rules and regulations
thereunder. Parent has previously delivered to the Company copies (including
all exhibits, post-effective amendments and supplements thereto) of its (a)
Annual Reports on Form 10-K for the fiscal year ended December 31, 1995 and for
the immediately preceding fiscal year, as filed with the SEC, (b) proxy and
information statements relating to (i) all meetings of its stockholders
(whether annual or special) and (ii) actions by written consent in lieu of a
stockholders' meeting from January 1, 1994, until the date hereof, and (c) all
other reports, including quarterly reports, and registration statements filed
by Parent with the SEC since January 1, 1994 (other than registration
statements filed on Form S-8) (the documents referred to in clauses (a), (b)
and (c) filed prior to the date hereof are collectively referred to as the
"Parent SEC Reports"). The Parent SEC Reports are identified on the Parent
Disclosure Schedule. As of their respective dates, the Parent SEC Reports did
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
The audited consolidated financial statements and unaudited interim
consolidated financial statements of Parent included in such reports
(collectively, the "Parent Financial Statements") have been prepared in
accordance with generally accepted accounting principles

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applied on a consistent basis (except as may be indicated therein or in the
notes thereto) and fairly present the financial position of Parent and its
subsidiaries as of the dates thereof and the results of their operations and
changes in financial position for the periods then ended, subject, in the case
of the unaudited interim financial statements, to normal year-end and audit
adjustments and any other adjustments described therein.

SECTION 4.6. ABSENCE OF UNDISCLOSED LIABILITIES. Except as disclosed
in the Parent SEC Reports or as heretofore disclosed to the Company in writing
with respect to acquisitions or potential transactions or commitments, neither
Parent nor any of its subsidiaries had at December 31, 1995, or has incurred
since that date, any liabilities or obligations (whether absolute, accrued,
contingent or otherwise) of any nature, except: (a) liabilities, obligations
or contingencies (i) which are accrued or reserved against in the Parent
Financial Statements or reflected in the notes thereto or (ii) which were
incurred after December 31, 1995, and were incurred in the ordinary course of
business and consistent with past practices; (b) liabilities, obligations or
contingencies which (i) would not, in the aggregate, have a material adverse
effect on the business, operations, properties, assets, condition (financial or
other) or results of operations of Parent and its subsidiaries, taken as a
whole, or (ii) have been discharged or paid in full prior to the date hereof;
and (c) liabilities and obligations which are of a nature not required to be
reflected in the consolidated financial statements of Parent and its
subsidiaries prepared in accordance with generally accepted accounting
principles consistently applied and which were incurred in the ordinary course
of business.

SECTION 4.7. ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the date of
the most recent Parent SEC Report that contains consolidated financial
statements of Parent, there has not been any material adverse change in the
business, operations, properties, assets, liabilities, condition (financial or
other) or results of operations of Parent and its subsidiaries, taken as a
whole, except for changes that affect the industries in which Parent and its
subsidiaries operate generally.

SECTION 4.8. LITIGATION. Except as disclosed in the Parent SEC
Reports, there are no claims, suits, actions or proceedings pending or, to the
knowledge of Parent, threatened against, relating to or affecting Parent or any
of its subsidiaries, before any court, governmental department, commission,
agency, instrumentality or authority, or any arbitrator that seek to restrain
or enjoin the consummation of the Merger or which could reasonably be expected,
either alone or in the aggregate with all such claims, actions or proceedings,
to materially and adversely affect the business, operations, properties,
assets, condition (financial or other) or results of operations of Parent and
its subsidiaries, taken as a whole. Except as set forth in the Parent SEC
Reports, neither Parent nor any of its subsidiaries is subject to any judgment,
decree, injunction, rule or order of any court, governmental department,
commission, agency, instrumentality or authority or any arbitrator which
prohibits or restricts the consummation of the transactions contemplated hereby
or would have any material adverse effect on the business, operations,
properties, assets, condition (financial or other) or results of operations of
Parent and its subsidiaries, taken as a whole.

SECTION 4.9. REGISTRATION STATEMENT AND PROXY STATEMENT. None of the
information to be supplied by Parent or its subsidiaries for inclusion in (a)
the Registration Statement on Form S-4 to be filed under the Securities Act
with the SEC by Parent in connection with the Merger for the purpose of
registering the shares of Parent Common Stock to be issued in the Merger (the
"Registration Statement") or (b) the proxy statement to be distributed in
connection with the Company's and Parent's meetings of their respective
stockholders to vote upon this Agreement and the transactions contemplated
hereby (the "Proxy Statement" and, together with the prospectus included in the
Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the
case of the Proxy Statement or any amendments thereof or supplements thereto,
at the time of the mailing of the Proxy Statement and any amendments or
supplements thereto, and

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at the time of the meetings of stockholders of the Company and Parent to be
held in connection with the transactions contemplated by this Agreement, or, in
the case of the Registration Statement, as amended or supplemented, at the time
it becomes effective and at the time of such meetings of the stockholders of
the Company and Parent, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which
they are made, not misleading. The Joint Proxy Statement/Prospectus will, as
of its mailing date, comply as to form in all material respects with all
applicable laws, including the provisions of the Securities Act and the
Exchange Act and the rules and regulations promulgated thereunder, except that
no representation is made by Parent or Subsidiary with respect to information
supplied by the Company or the stockholders of the Company for inclusion
therein.

SECTION 4.10. NO VIOLATION OF LAW. Except as disclosed in the Parent
SEC Reports, neither Parent nor any of its subsidiaries is in violation of, or
has been given notice or been charged with any violation of, any law, statute,
order, rule, regulation, ordinance, or judgment (including, without limitation,
any applicable environmental law, ordinance or regulation) of any governmental
or regulatory body or authority, except for violations which, in the aggregate,
could not reasonably be expected to have a material adverse effect on the
business, operations, properties, assets, condition (financial or other) or
results of operations of Parent and its subsidiaries, taken as a whole. Except
as disclosed in the Parent SEC Reports, as of the date of this Agreement, to
the knowledge of Parent, no investigation or review by any governmental or
regulatory body or authority is pending or threatened, nor has any governmental
or regulatory body or authority indicated an intention to conduct the same,
other than, in each case, those the outcome of which, as far as reasonably can
be foreseen, will not have a material adverse effect on the business,
operations, properties, assets, condition (financial or other) or results of
operations of Parent and its subsidiaries, taken as a whole. Parent and its
subsidiaries have all permits, licenses, franchises, variances, exemptions,
orders and other governmental authorizations, consents and approvals necessary
to conduct their businesses as presently conducted (collectively, the "Parent
Permits"), except for permits, licenses, franchises, variances, exemptions,
orders, authorizations, consents and approvals the absence of which, alone or
in the aggregate, would not have a material adverse effect on the business,
operations, properties, assets, condition (financial or other) or results of
operations of Parent and its subsidiaries, taken as a whole. Parent and its
subsidiaries are not in violation of the terms of any Parent Permit, except for
delays in filing reports or violations which, alone or in the aggregate, would
not have a material adverse effect on the business, operations, properties,
assets, condition (financial or other) or results of operations of Parent and
its subsidiaries, taken as a whole.

SECTION 4.11. COMPLIANCE WITH AGREEMENTS. Except as disclosed in the
Parent SEC Reports, Parent and each of its subsidiaries are not in breach or
violation of or in default in the performance or observance of any term or
provision of, and no event has occurred which, with lapse of time or action by
a third party, could result in a default under (a) the respective charter,
by-laws or other similar organizational instruments of Parent or any of its
subsidiaries or (b) any contract, commitment, agreement, indenture, mortgage,
loan agreement, note, lease, bond, license, approval or other instrument to
which Parent or any of its subsidiaries is a party or by which any of them is
bound or to which any of their property is subject, other than, in the case of
clause (b) of this Section 4.11, breaches, violations and defaults which would
not have, in the aggregate, a material adverse effect on the business,
operations, properties, assets, condition (financial or other) or results of
operations of Parent and its subsidiaries, taken as a whole.

SECTION 4.12. TAXES. (a) Parent and its subsidiaries have (i) duly
filed with the appropriate governmental authorities all Tax Returns (as defined
in Section 4.12(c)) required to be filed by them for all periods ending on or
prior to the Effective Time, other than those Tax Returns the failure of which
to file

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would not have a material adverse effect on the business, operations,
properties, assets, condition (financial or other) or results of operations of
Parent and its subsidiaries, taken as a whole, and such Tax Returns are true,
correct and complete in all material respects and (ii) duly paid in full or
made adequate provision for the payment of all Taxes (as defined in Section
4.12(b)) for all past and current periods. The liabilities and reserves for
Taxes reflected in the Parent balance sheet included in the latest Parent SEC
Report are adequate to cover all Taxes for all periods ending at or prior to
the date of such balance sheet and there is no liability for Taxes for any
period beginning after such date other than Taxes arising in the ordinary
course of business. There are no material liens for Taxes upon any property or
assets of Parent or any subsidiary thereof, except for liens for Taxes not yet
due. There are no unresolved issues of law or fact arising out of a notice of
deficiency, proposed deficiency or assessment from the Internal Revenue Service
(the "IRS") or any other governmental taxing authority with respect to Taxes of
the Parent or any of its subsidiaries which, if decided adversely, singly or in
the aggregate, would have a material adverse effect on the business,
operations, properties, assets, condition (financial or other) or results of
operations of Parent and its subsidiaries, taken as a whole. Neither Parent
nor its subsidiaries has waived any statute of limitations in respect of Taxes
or agreed to any extension of time with respect to a Tax assessment or
deficiency other than waivers and extensions which are no longer in effect.
Neither Parent nor any of its subsidiaries is a party to any agreement
providing for the allocation or sharing of Taxes with any entity that is not,
directly or indirectly, a wholly-owned corporate subsidiary of Parent other
than agreements the consequences of which are fully and adequately reserved for
in the Parent Financial Statements. Neither Parent nor any of its corporate
subsidiaries has, with regard to any assets or property held, acquired or to be
acquired by any of them, filed a consent to the application of Section 341(f)
of the Code.

(b) For purposes of this Agreement, the term "Taxes" shall mean all
taxes, including, without limitation, income, gross receipts, excise, property,
sales, withholding, social security, occupation, use, service, license,
payroll, franchise, transfer and recording taxes, fees and charges, windfall
profits, severance, customs, import, export, employment or similar taxes,
charges, fees, levies or other assessments imposed by the United States, or any
state, local or foreign government or subdivision or agency thereof, whether
computed on a separate, consolidated, unitary, combined or any other basis, and
such term shall include any interest, fines, penalties or additional amounts
and any interest in respect of any additions, fines or penalties attributable
or imposed or with respect to any such taxes, charges, fees, levies or other
assessments.

(c) For purposes of this Agreement, the term "Tax Return" shall mean
any return, report or other document or information required to be supplied to
a taxing authority in connection with Taxes.

SECTION 4.13. EMPLOYEE BENEFIT PLANS; ERISA. (a) Except as disclosed
in the Parent SEC Reports, at the date hereof, Parent and its subsidiaries do
not maintain or contribute to or have any obligation or liability to or with
respect to any material employee benefit plans, programs, arrangements or
practices (such plans, programs, arrangements or practices of Parent and its
subsidiaries being referred to as the "Parent Plans"), including employee
benefit plans within the meaning set forth in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or other similar
material arrangements for the provision of benefits (excluding any
"Multi-employer Plan" within the meaning of Section 3(37) of ERISA or a
"Multiple Employer Plan" within the meaning of Section 413(c) of the Code). The
Parent Disclosure Schedule lists all Multi-employer Plans to which any of them
makes contributions or has any obligation or liability to make contributions.
Neither Parent nor any of its subsidiaries maintains or has any liability with
respect to any Multiple Employer Plan. Neither Parent nor any of its
subsidiaries has any obligation to create or contribute to any additional such
plan, program, arrangement or practice or to amend any such plan, program,
arrangement or practice so as to increase benefits or contributions

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thereunder, except as required under the terms of the Parent Plans, under
existing collective bargaining agreements or to comply with applicable law.

(b) Except as disclosed in the Parent SEC Reports, (i) there have been
no prohibited transactions within the meaning of Section 406 or 407 of ERISA or
Section 4975 of the Code with respect to any of the Parent Plans that could
result in penalties, taxes or liabilities which, singly or in the aggregate,
could have a material adverse effect on the business, operations, properties,
assets, condition (financial or other) or results of operations of Parent and
its subsidiaries, taken as a whole, (ii) except for premiums due, there is no
outstanding material liability, whether measured alone or in the aggregate,
under Title IV of ERISA with respect to any of the Parent Plans, (iii) neither
the Pension Benefit Guaranty Corporation nor any plan administrator has
instituted proceedings to terminate any of the Parent Plans subject to Title IV
of ERISA other than in a "standard termination" described in Section 4041(b) of
ERISA, (iv) none of the Parent Plans has incurred any "accumulated funding
deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code),
whether or not waived, as of the last day of the most recent fiscal year of
each of the Parent Plans ended prior to the date of this Agreement, (v) the
current present value of all projected benefit obligations under each of the
Parent Plans which is subject to Title IV of ERISA did not, as of its latest
valuation date, exceed the then current value of the assets of such plan
allocable to such benefit liabilities by more than the amount, if any,
disclosed in the Parent SEC Reports as of March 31, 1996, based upon reasonable
actuarial assumptions currently utilized for such Parent Plan, (vi) each of the
Parent Plans has been operated and administered in all material respects in
accordance with applicable laws during the period of time covered by the
applicable statute of limitations, (vii) each of the Parent Plans which is
intended to be "qualified" within the meaning of Section 401(a) of the Code has
been determined by the Internal Revenue Service to be so qualified and such
determination has not been modified, revoked or limited by failure to satisfy
any condition thereof or by a subsequent amendment thereto or a failure to
amend, except that it may be necessary to make additional amendments
retroactively to maintain the "qualified" status of such Parent Plans, and the
period for making any such necessary retroactive amendments has not expired,
(viii) with respect to Multi-employer Plans, neither Parent nor any of its
subsidiaries has made or suffered a "complete withdrawal" or a "partial
withdrawal," as such terms are respectively defined in Sections 4203, 4204 and
4205 of ERISA and, to the best knowledge of Parent and its subsidiaries, no
event has occurred or is expected to occur which presents a material risk of a
complete or partial withdrawal under said Sections 4203, 4204 and 4205, (ix) to
the best knowledge of Parent and its subsidiaries, there are no material
pending, threatened or anticipated claims involving any of the Parent Plans
other than claims for benefits in the ordinary course, (x) Parent and its
subsidiaries have no current material liability under Title IV of ERISA, and
Parent and its subsidiaries do not reasonably anticipate that any such
liability will be asserted against Parent or any of its subsidiaries, and (xi)
no act, omission or transaction (individually or in the aggregate) has occurred
with respect to any Parent Plan that has resulted or could result in any
material liability (direct or indirect) of Parent or any subsidiary under
Sections 409 or 502(c)(i) or (l) of ERISA or Chapter 43 of Subtitle (A) of the
Code. None of the Parent Controlled Group Plans has an "accumulated funding
deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code) or
is required to provide security to a Parent Plan pursuant to Section 401(a)(29)
of the Code. Each Parent Plan can be unilaterally terminated by Parent or a
subsidiary at any time without material liability, other than for amounts
previously reflected in the financial statements (or notes thereto) included in
the Parent SEC Reports.

(c) The Parent SEC Reports contain a true and complete summary or list
of or otherwise describe all material employment contracts and other employee
benefit arrangements with "change of control" or similar provisions and all
severance agreements with executive officers.

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(d) There are no agreements which will or may provide payments to any
officer, employee, stockholder, or highly compensated individual which will be
"parachute payments" under Code Section 280G that are nondeductible to Parent
or subject to tax under Code Section 4999 for which Parent or any ERISA
Affiliate would have withholding liability.

SECTION 4.14. LABOR CONTROVERSIES. Except as disclosed in the Parent
SEC Reports, (a) there are no significant controversies pending or, to the
knowledge of Parent, threatened between Parent or its subsidiaries and any
representatives of any of their employees and (b) to the knowledge of Parent,
there are no material organizational efforts presently being made involving any
of the presently unorganized employees of Parent and its subsidiaries except
for such controversies and organizational efforts which, singly or in the
aggregate, could not reasonably be expected to materially and adversely affect
the business, operations, properties, assets, condition (financial or other) or
results of operations of Parent and its subsidiaries, taken as a whole.

SECTION 4.15. ENVIRONMENTAL MATTERS. (a) Except as disclosed in the
Parent SEC Reports, (i) Parent and its subsidiaries have conducted their
respective businesses in compliance with all applicable Environmental Laws
(defined in Section 4.15(b)), including, without limitation, having all
permits, licenses and other approvals and authorizations necessary for the
operation of their respective businesses as presently conducted, (ii) none of
the properties owned by Parent or any of its subsidiaries contain any Hazardous
Substance (defined in Section 4.15(c)) as a result of any activity of Parent or
any of its subsidiaries in amounts exceeding the levels permitted by applicable
Environmental Laws, (iii) neither Parent nor any of its subsidiaries has
received any notices, demand letters or requests for information from any
Federal, state, local or foreign governmental entity or third party indicating
that Parent or any of its subsidiaries may be in violation of, or liable under,
any Environmental Law in connection with the ownership or operation of their
businesses, (iv) there are no civil, criminal or administrative actions, suits,
demands, claims, hearings, investigations or proceedings pending or threatened,
against Parent or any of its subsidiaries relating to any violation, or alleged
violation, of any Environmental Law, (v) no reports have been filed, or are
required to be filed, by Parent or any of its subsidiaries concerning the
release of any Hazardous Substance or the threatened or actual violation of any
Environmental Law, (vi) no Hazardous Substance has been disposed of, released
or transported in violation of any applicable Environmental Law from any
properties owned by Parent or any of its subsidiaries as a result of any
activity of Parent or any of its subsidiaries during the time such properties
were owned, leased or operated by Parent or any of its subsidiaries, (vii) no
underground storage tanks have been installed, closed or removed from any
properties owned by Parent or any of its subsidiaries during, in the case of
Parent, the time such properties were owned, leased or operated by Parent and
during, in the case of each subsidiary, the time such subsidiary has been owned
by Parent, (viii) there is no asbestos or asbestos containing material present
in any of the properties owned by Parent and its subsidiaries, and no asbestos
has been removed from any of such properties during the time such properties
were owned, leased or operated by Parent or any of its subsidiaries, and (ix)
neither Parent, its subsidiaries nor any of their respective properties are
subject to any liabilities or expenditures (fixed or contingent) relating to
any suit, settlement, court order, administrative order, regulatory
requirement, judgment or claim asserted or arising under any Environmental Law,
except for violations of the foregoing clauses (i) through (ix) that, singly or
in the aggregate, would not reasonably be expected to have a material adverse
effect on the business, operations, properties, assets, condition (financial or
other) or results of operations of Parent and its subsidiaries, taken as a
whole.

(b) As used herein, "Environmental Law" means any Federal, state,
local or foreign law, statute, ordinance, rule, regulation, code, license,
permit, authorization, approval, consent, legal doctrine, order,

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judgment, decree, injunction, requirement or agreement with any governmental
entity relating to (x) the protection, preservation or restoration of the
environment (including, without limitation, air, water vapor, surface water,
groundwater, drinking water supply, surface land, subsurface land, plant and
animal life or any other natural resource) or to human health or safety or (y)
the exposure to, or the use, storage, recycling, treatment, generation,
transportation, processing, handling, labeling, production, release or disposal
of Hazardous Substances, in each case as amended and as in effect on the
Closing Date. The term "Environmental Law" includes, without limitation, (i)
the Federal Comprehensive Environmental Response Compensation and Liability Act
of 1980, the Superfund Amendments and Reauthorization Act, the Federal Water
Pollution Control Act of 1972, the Federal Clean Air Act, the Federal Clean
Water Act, the Federal Resource Conservation and Recovery Act of 1976
(including the Hazardous and Solid Waste Amendments thereto), the Federal Solid
Waste Disposal Act and the Federal Toxic Substances Control Act, the Federal
Insecticide, Fungicide and Rodenticide Act, and the Federal Occupational Safety
and Health Act of 1970, each as amended and as in effect on the Closing Date,
and (ii) any common law or equitable doctrine (including, without limitation,
injunctive relief and tort doctrines such as negligence, nuisance, trespass and
strict liability) that may impose liability or obligations for injuries or
damages due to, or threatened as a result of, the presence of, effects of or
exposure to any Hazardous Substance.

(c) As used herein, "Hazardous Substance" means any substance
presently or hereafter listed, defined, designated or classified as hazardous,
toxic, radioactive, or dangerous, or otherwise regulated, under any
Environmental Law. Hazardous Substance includes any substance to which
exposure is regulated by any government authority or any Environmental Law
including, without limitation, any toxic waste, pollutant, contaminant,
hazardous substance, toxic substance, hazardous waste, special waste,
industrial substance or petroleum or any derivative or by-product thereof,
radon, radioactive material, asbestos, or asbestos containing material, urea
formaldehyde foam insulation, lead or polychlorinated biphenyls.

SECTION 4.16. NON-COMPETITION AGREEMENTS. Neither Parent nor any
subsidiary of Parent is a party to any agreement which purports to restrict or
prohibit in any material respect any of them from, directly or indirectly,
engaging in any business involving the collection, interim storage, transfer,
recovery, processing, recycling, marketing or disposal of rubbish, garbage,
paper, textile wastes, chemical or hazardous wastes, liquid and other wastes or
any other material business currently engaged in by Parent or the Company, or
any corporations affiliated with either of them. None of Parent's officers,
directors or key employees is a party to any agreement which, by virtue of such
person's relationship with Parent, restricts in any material respect Parent or
any subsidiary of Parent from, directly or indirectly, engaging in any of the
businesses described above.

SECTION 4.17. TITLE TO ASSETS. Parent and each of its subsidiaries
has good and marketable title in fee simple to all its real property and good
title to all its leasehold interests and other properties as reflected in the
most recent balance sheet included in the Parent Financial Statements, except
for such properties and assets that have been disposed of in the ordinary
course of business since the date of such balance sheet, free and clear of all
mortgages, liens, pledges, charges or encumbrances of any nature whatsoever,
except (i) the lien for current taxes, payments of which are not yet
delinquent, (ii) such imperfections in title and easements and encumbrances, if
any, as are not substantial in character, amount or extent and do not
materially detract from the value or interfere with the present use of the
property subject thereto or affected thereby, or otherwise materially impair
the Parent's business operations (in the manner presently carried on by the
Parent), or (iii) as disclosed in the Parent SEC Reports, and except for such
matters which, singly or in the aggregate, could not reasonably be expected to
materially and adversely affect the business, operations, properties, assets,
condition (financial or other) or results of operations of Parent

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and its subsidiaries, taken as a whole. All leases under which Parent leases
any real or personal property are in good standing, valid and effective in
accordance with their respective terms, and there is not, under any of such
leases, any existing default or event which with notice or lapse of time or
both would become a default other than failures to be in good standing, valid
and effective and defaults under such leases which in the aggregate will not
materially and adversely affect the business, operations, properties, assets,
condition (financial or other) or results of operations of Parent and its
subsidiaries, taken as a whole.

SECTION 4.18. REORGANIZATION AND POOLING OF INTERESTS. None of the
Parent, Subsidiary or, to their knowledge, any of their affiliates has taken or
agreed or intends to take any action or has any knowledge of any fact or
circumstance that would prevent the Merger from (a) constituting a
reorganization qualifying under the provisions of Section 368(a) of the Code or
(b) being treated for financial accounting purposes as a "pooling of interests"
in accordance with generally accepted accounting principles and the rules,
regulations and interpretations of the SEC (a "Pooling Transaction").

SECTION 4.19. PARENT STOCKHOLDERS' APPROVAL. The affirmative vote of
stockholders of Parent required for approval and adoption of this Agreement and
the Merger is a majority of the shares of Parent Common Stock present in person
or by proxy at a meeting of such stockholders and entitled to vote thereat.

SECTION 4.20. BROKERS AND FINDERS. Except for the fees and expenses
payable to Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), which
fees are reflected in its agreement with Parent (a copy of which has been
delivered to the Company), Parent has not entered into any contract,
arrangement or understanding with any person or firm which may result in the
obligation of Parent to pay any finder's fees, brokerage or agent commissions
or other like payments in connection with the transactions contemplated hereby.
Except for the fees and expenses paid or payable to DLJ, there is no claim for
payment by Parent of any investment banking fees, finder's fees, brokerage or
agent commissions or other like payments in connection with the negotiations
leading to this Agreement or the consummation of the transactions contemplated
hereby.

SECTION 4.21. OPINION OF FINANCIAL ADVISOR. The financial advisor of
Parent, DLJ, has rendered a written opinion to the Board of Directors of Parent
to the effect that the Exchange Ratio is fair from a financial point of view to
Parent.

SECTION 4.22. OWNERSHIP OF COMPANY COMMON STOCK. Neither Parent nor
any of its subsidiaries beneficially owns any shares of Company Common Stock as
of the date hereof.

SECTION 4.23. PARENT DISCLOSURE SCHEDULE. The information set forth
in the Parent Disclosure Schedule does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and Subsidiary that,
except as set forth in the disclosure schedule dated as of the date hereof and
signed by an authorized officer of the Company (the "Company Disclosure
Schedule"), each of which exceptions shall specifically identify the relevant
Section hereof to which it relates:

SECTION 5.1. ORGANIZATION AND QUALIFICATION. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has the requisite corporate power and
authority to own, lease and operate its assets and properties and to carry on
its business as it is now being conducted. The Company is qualified to do
business and is in good standing in each jurisdiction in which the properties
owned, leased or operated by it or the nature of the business conducted by it
makes such qualification necessary, except where the failure to be so qualified
and in good standing will not, when taken together with all other such
failures, have a material adverse effect on the business, operations,
properties, assets, condition (financial or other) or results of operations of
the Company and its subsidiaries, taken as a whole. True, accurate and
complete copies of the Company's Articles of Incorporation and By-laws, in each
case as in effect on the date hereof, including all amendments thereto, have
heretofore been delivered to Parent.

SECTION 5.2. CAPITALIZATION. (a) The authorized capital stock of the
Company consists of 100,000,000 shares of Company Common Stock and 500,000
shares of preferred stock, par value $10.00 per share ("Company Preferred
Stock"). As of June 15, 1996, (i) 25,030,471 shares of Company Common Stock
were issued and outstanding, all of which were validly issued and are fully
paid, nonassessable and free of preemptive rights, (ii) no shares of Company
Common Stock and no shares of Company Preferred Stock were held in the treasury
of the Company, (iii) 1,001,866 shares of Company Common Stock were reserved
for issuance upon exercise of options issued and outstanding pursuant to the
Company's 1989 Stock Option Plan, as amended, (iv) 1,461,360 shares of Company
Common Stock were reserved for issuance upon exercise of options issued and
outstanding pursuant to the Company's 1994 Long-Term Incentive Plan, (v)
607,266 shares of Company Common Stock were reserved for issuance pursuant to
the Company's 1991 Employee Stock Purchase Plan, (vi) 2,389,610 shares of
Company Common Stock were reserved for issuance upon conversion of outstanding
convertible debentures of the Company, (vii) 103,264 shares of Company Common
Stock were reserved for issuance upon exercise of outstanding warrants, (viii)
no shares of Company Preferred Stock were issued and outstanding and (ix)
83,435 shares of Company Preferred Stock were reserved for issuance upon
exercise of Rights ("Preferred Stock Purchase Rights") issued pursuant to that
certain Rights Agreement dated as of December 1, 1991 between the Company and
First City, Texas - Houston, N.A., a national banking association, as amended
by Amendment No. 1 thereto between the Company and Chemical Bank, a New York
State banking corporation, (the "Preferred Stock Rights Agreement"). Except as
set forth in the preceding sentence, no other Awards (as such term is defined
in the Company's 1994 Long-Term Incentive Plan) were issued and outstanding as
of June 15, 1996. A true and correct copy of the Preferred Stock Rights
Agreement has been made available to Parent. Assuming conversion of all
outstanding convertible debentures of the Company and the exercise of all
outstanding options, warrants or rights (other than the Preferred Stock
Purchase Rights issued under the Preferred Stock Rights Agreement) to purchase
Company Common Stock, as of June 15, 1996, there would be 29,988,071 shares of
Company Common Stock issued and outstanding.

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(b) Except as disclosed in the Company SEC Reports (as defined in
Section 5.5), as of the date hereof there were no outstanding subscriptions,
options, calls, contracts, commitments, understandings, restrictions,
arrangements, rights or warrants, including any right of conversion or exchange
under any outstanding security, instrument or other agreement and also
including any rights plan or other anti-takeover agreement, obligating the
Company or any subsidiary of the Company to issue, deliver or sell, or cause to
be issued, delivered or sold, additional shares of the capital stock of the
Company or obligating the Company or any subsidiary of the Company to grant,
extend or enter into any such agreement or commitment. There are no voting
trusts, proxies or other agreements or understandings to which the Company or
any subsidiary of the Company is a party or is bound with respect to the voting
of any shares of capital stock of the Company other than voting agreements
executed in connection with this Agreement.

SECTION 5.3. SUBSIDIARIES. Each direct and indirect corporate
subsidiary of the Company is duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation and has the
requisite power and authority to own, lease and operate its assets and
properties and to carry on its business as it is now being conducted. Each
subsidiary of the Company is qualified to do business, and is in good standing,
in each jurisdiction in which the properties owned, leased or operated by it or
the nature of the business conducted by it makes such qualification necessary,
except where the failure to be so qualified and in good standing will not, when
taken together with all such other failures, have a material adverse effect on
the business, operations, properties, assets, condition (financial or other) or
results of operations of the Company and its subsidiaries, taken as a whole.
All of the outstanding shares of capital stock of each corporate subsidiary of
the Company are validly issued, fully paid, nonassessable and free of
preemptive rights and are owned directly or indirectly by the Company free and
clear of any liens, claims, encumbrances, security interests, equities, charges
and options of any nature whatsoever. There are no subscriptions, options,
warrants, rights, calls, contracts, voting trusts, proxies or other
commitments, understandings, restrictions or arrangements relating to the
issuance, sale, voting, transfer, ownership or other rights with respect to any
shares of capital stock of any corporate subsidiary of the Company, including
any right of conversion or exchange under any outstanding security, instrument
or agreement.

SECTION 5.4. AUTHORITY; NON-CONTRAVENTION; APPROVALS. (a) The
Company has full corporate power and authority to enter into this Agreement
and, subject to the Company Stockholders' Approval (as defined in Section
7.3(a)) and the Company Required Statutory Approvals (as defined in Section
5.4(c)), to consummate the transactions contemplated hereby. The Board of
Directors of the Company has at a meeting duly called and held and at which a
quorum was present and acting throughout, by the requisite affirmative vote of
the directors of the Company, (i) determined that the Merger is in the best
interests of the Company and its stockholders, (ii) approved this Agreement and
the Merger and (iii) determined that such approval satisfies the requirements
of subparagraph A.2 of Article Eighth of the Company's Certificate of
Incorporation and, as a result, renders inapplicable to the Merger and this
Agreement the other provisions of paragraph A of Article Eighth. No other
corporate proceedings on the part of the Company are necessary to authorize the
execution and delivery of this Agreement or, except for the Company
Stockholders' Approval, the consummation by the Company of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
the Company, and, assuming the due authorization, execution and delivery hereof
by Parent and Subsidiary, constitutes a valid and legally binding agreement of
the Company, enforceable against the Company in accordance with its terms,
except that such enforcement may be subject to (a) bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting or relating to
enforcement of creditors' rights generally and (b) general equitable
principles. Without limitation of the foregoing, each of the covenants and
obligations of the Company set forth in

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Sections 6.1, 6.5, 7.1, 7.2, 7.3, 7.6, 7.7, 7.8, 7.10, 7.12 and 7.14 is valid,
legally binding and enforceable (subject as aforesaid) notwithstanding the
absence of the Company Stockholders' Approval.

(b) The execution and delivery of this Agreement by the Company do not
violate, conflict with or result in a breach of any provision of, or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any lien, security interest, charge or
encumbrance upon any of the properties or assets of the Company or any of its
subsidiaries under any of the terms, conditions or provisions of (i) the
respective charters or by-laws of the Company or any of its subsidiaries, (ii)
any statute, law, ordinance, rule, regulation, judgment, decree, order,
injunction, writ, permit or license of any court or governmental authority
applicable to the Company or any of its subsidiaries or any of their respective
properties or assets, or (iii) any note, bond, mortgage, indenture, deed of
trust, license, franchise, permit, concession, contract, lease or other
instrument, obligation or agreement of any kind to which the Company or any of
its subsidiaries is now a party or by which the Company or any of its
subsidiaries or any of their respective properties or assets may be bound or
affected. The consummation by the Company of the transactions contemplated
hereby will not result in any violation, conflict, breach, termination,
acceleration or creation of liens under any of the terms, conditions or
provisions described in clauses (i) through (iii) of the preceding sentence,
subject (x) in the case of the terms, conditions or provisions described in
clause (ii) above, to obtaining (prior to the Effective Time) the Company
Required Statutory Approvals and the Company Stockholders' Approval and (y) in
the case of the terms, conditions or provisions described in clause (iii)
above, to obtaining (prior to the Effective Time) consents required from
commercial lenders, lessors or other third parties as specified in the Company
Disclosure Schedule. Excluded from the foregoing sentences of this paragraph
(b), insofar as they apply to the terms, conditions or provisions described in
clauses (ii) and (iii) of the first sentence of this paragraph (b), are such
violations, conflicts, breaches, defaults, terminations, accelerations or
creations of liens, security interests, charges or encumbrances that would not,
in the aggregate, have a material adverse effect on the business, operations,
properties, assets, condition (financial or other) or results of operations of
the Company and its subsidiaries, taken as a whole.

(c) Except for (i) the filings by the Company required by the HSR
Act, (ii) the filing of the Joint Proxy Statement/Prospectus with the SEC
pursuant to the Exchange Act, (iii) the making of the Merger Filing with the
Secretary of State of the State of Delaware in connection with the Merger and
(iv) any required filings with or approvals from applicable state environmental
authorities, public service commissions and public utility commissions (the
filings and approvals referred to in clauses (i) through (iv) are collectively
referred to as the "Company Required Statutory Approvals"), no declaration,
filing or registration with, or notice to, or authorization, consent or
approval of, any governmental or regulatory body or authority is necessary for
the execution and delivery of this Agreement by the Company or the consummation
by the Company of the transactions contemplated hereby, other than such
declarations, filings, registrations, notices, authorizations, consents or
approvals which, if not made or obtained, as the case may be, would not, in the
aggregate, have a material adverse effect on the business, operations,
properties, assets, condition (financial or other) or results of operations of
the Company and its subsidiaries, taken as a whole.

SECTION 5.5. REPORTS AND FINANCIAL STATEMENTS. Since January 1,
1994, the Company has filed with the SEC all material forms, statements,
reports and documents (including all exhibits, post-effective amendments and
supplements thereto) required to be filed by it under each of the Securities
Act, the Exchange Act and the respective rules and regulations thereunder, all
of which, as amended if applicable,

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complied when filed in all material respects with all applicable requirements
of the appropriate act and the rules and regulations thereunder. The Company
has previously delivered to Parent copies (including all exhibits,
post-effective amendments and supplements thereto) of its (a) Annual Reports on
Form 10-K for the year ended December 31, 1995, and for the immediately
preceding fiscal year, as filed with the SEC, (b) proxy and information
statements relating to (i) all meetings of its stockholders (whether annual or
special) and (ii) actions by written consent in lieu of a stockholders' meeting
from January 1, 1994, until the date hereof, and (c) all other reports,
including quarterly reports, and registration statements filed by the Company
with the SEC since January 1, 1994 (other than registration statements filed on
Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to
the date hereof are collectively referred to as the "Company SEC Reports").
The Company SEC Reports are identified on the Company Disclosure Schedule. As
of their respective dates, the Company SEC Reports did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The audited
consolidated financial statements and unaudited interim consolidated financial
statements of the Company included in such reports (collectively, the "Company
Financial Statements") have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis (except as may be indicated
therein or in the notes thereto) and fairly present the financial position of
the Company and its subsidiaries as of the dates thereof and the results of
their operations and changes in financial position for the periods then ended,
subject, in the case of the unaudited interim financial statements, to normal
year-end and audit adjustments and any other adjustments described therein.

SECTION 5.6. ABSENCE OF UNDISCLOSED LIABILITIES. Except as disclosed
in the Company SEC Reports or as heretofore disclosed to Parent in writing with
respect to acquisitions or potential transactions or commitments, neither the
Company nor any of its subsidiaries had at December 31, 1995, or has incurred
since that date, any liabilities or obligations (whether absolute, accrued,
contingent or otherwise) of any nature, except (a) liabilities, obligations or
contingencies (i) which are accrued or reserved against in the Company
Financial Statements or reflected in the notes thereto or (ii) which were
incurred after December 31, 1995, and were incurred in the ordinary course of
business and consistent with past practices, (b) liabilities, obligations or
contingencies which (i) would not, in the aggregate, have a material adverse
effect on the business, operations, properties, assets, condition (financial or
other) or results of operations of the Company and its subsidiaries, taken as a
whole or (ii) have been discharged or paid in full prior to the date hereof,
and (c) liabilities and obligations which are of a nature not required to be
reflected in the consolidated financial statements of the Company and its
subsidiaries prepared in accordance with generally accepted accounting
principles consistently applied and which were incurred in the ordinary course
of business.

SECTION 5.7. ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the date of
the most recent Company SEC Report that contains consolidated financial
statements of the Company, there has not been any material adverse change in
the business, operations, properties, assets, liabilities, condition (financial
or other) or results of operations of the Company and its subsidiaries, taken
as a whole, except for changes that affect the industries in which the Company
and its subsidiaries operate generally.

SECTION 5.8. LITIGATION. Except as referred to in the Company SEC
Reports, there are no claims, suits, actions or proceedings pending or, to the
knowledge of the Company, threatened against, relating to or affecting the
Company or any of its subsidiaries, before any court, governmental department,
commission, agency, instrumentality or authority, or any arbitrator that seek
to restrain the consummation of the Merger or which could reasonably be
expected, either alone or in the aggregate with all such claims,

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actions or proceedings, to materially and adversely affect the business,
operations, properties, assets, condition (financial or other) or results of
operations of the Company and its subsidiaries, taken as a whole. Except as
referred to in the Company SEC Reports, neither the Company nor any of its
subsidiaries is subject to any judgment, decree, injunction, rule or order of
any court, governmental department, commission, agency, instrumentality or
authority, or any arbitrator which prohibits or restricts the consummation of
the transactions contemplated hereby or would have any material adverse effect
on the business, operations, properties, assets, condition (financial or other)
or results of operations of the Company and its subsidiaries, taken as a whole.

SECTION 5.9. REGISTRATION STATEMENT AND PROXY STATEMENT. None of the
information to be supplied by the Company or its subsidiaries for inclusion in
(a) the Registration Statement or (b) the Proxy Statement will, in the case of
the Proxy Statement or any amendments thereof or supplements thereto, at the
time of the mailing of the Proxy Statement and any amendments or supplements
thereto, and at the time of the meetings of stockholders of the Company and
Parent to be held in connection with the transactions contemplated by this
Agreement or, in the case of the Registration Statement, as amended or
supplemented, at the time it becomes effective and at the time of such meetings
of the stockholders of the Company and Parent, contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they are made, not misleading. The Joint Proxy
Statement/Prospectus will comply, as of its mailing date, as to form in all
material respects with all applicable laws, including the provisions of the
Securities Act and the Exchange Act and the rules and regulations promulgated
thereunder, except that no representation is made by the Company with respect
to information supplied by Parent, Subsidiary or any stockholder of Parent for
inclusion therein.

SECTION 5.10. NO VIOLATION OF LAW. Except as disclosed in the Company
SEC Reports, neither the Company nor any of its subsidiaries is in violation of
or has been given notice or been charged with any violation of, any law,
statute, order, rule, regulation, ordinance or judgment (including, without
limitation, any applicable environmental law, ordinance or regulation) of any
governmental or regulatory body or authority, except for violations which, in
the aggregate, could not reasonably be expected to have a material adverse
effect on the business, operations, properties, assets, condition (financial or
other) or results of operations of the Company and its subsidiaries, taken as a
whole. Except as disclosed in the Company SEC Reports, as of the date of this
Agreement, to the knowledge of the Company, no investigation or review by any
governmental or regulatory body or authority is pending or threatened, nor has
any governmental or regulatory body or authority indicated an intention to
conduct the same, other than, in each case, those the outcome of which, as far
as reasonably can be foreseen, will not have a material adverse effect on the
business, operations, properties, assets, condition (financial or other) or
results of operations of the Company and its subsidiaries, taken as a whole.
The Company and its subsidiaries have all permits, licenses, franchises,
variances, exemptions, orders and other governmental authorizations, consents
and approvals necessary to conduct their businesses as presently conducted
(collectively, the "Company Permits"), except for permits, licenses,
franchises, variances, exemptions, orders, authorizations, consents and
approvals the absence of which, alone or in the aggregate, would not have a
material adverse effect on the business, operations, properties, assets,
condition (financial or other) or results of operations of the Company and its
subsidiaries, taken as a whole. The Company and its subsidiaries are not in
violation of the terms of any Company Permit, except for delays in filing
reports or violations which, alone or in the aggregate, would not have a
material adverse effect on the business, operations, properties, assets,
condition (financial or other), results of operations of the Company and its
subsidiaries, taken as a whole.

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SECTION 5.11. COMPLIANCE WITH AGREEMENTS. Except as disclosed in the
Company SEC Reports, the Company and each of its subsidiaries are not in breach
or violation of or in default in the performance or observance of any term or
provision of, and no event has occurred which, with lapse of time or action by
a third party, could result in a default under, (a) the respective charter,
by-laws or similar organizational instruments of the Company or any of its
subsidiaries or (b) any contract, commitment, agreement, indenture, mortgage,
loan agreement, note, lease, bond, license, approval or other instrument to
which the Company or any of its subsidiaries is a party or by which any of them
is bound or to which any of their property is subject, other than, in the case
of clause (b) of this Section 5.11, breaches, violations and defaults which
would not have, in the aggregate, a material adverse effect on the business,
operations, properties, assets, condition (financial or other) or results of
operations of the Company and its subsidiaries, taken as a whole.

SECTION 5.12. TAXES. The Company and its subsidiaries have (i) duly
filed with the appropriate governmental authorities all Tax Returns required to
be filed by them for all periods ending on or prior to the Effective Time,
other than those Tax Returns the failure of which to file would not have a
material adverse effect on the business, operations, properties, assets,
condition (financial or other) or results of operations of the Company and its
subsidiaries, taken as a whole, and such Tax Returns are true, correct and
complete in all material respects, and (ii) duly paid in full or made adequate
provision for the payment of all Taxes for all past and current periods. The
liabilities and reserves for Taxes reflected in the Company balance sheet
included in the latest Company SEC Report are adequate to cover all Taxes for
all periods ending at or prior to the date of such balance sheet and there is
no liability for Taxes for any period beginning after such date other than
Taxes arising in the ordinary course of business. There are no material liens
for Taxes upon any property or asset of the Company or any subsidiary thereof,
except for liens for Taxes not yet due. There are no unresolved issues of law
or fact arising out of a notice of deficiency, proposed deficiency or
assessment from the IRS or any other governmental taxing authority with respect
to Taxes of the Company or any of its subsidiaries which, if decided adversely,
singly or in the aggregate, would have a material adverse effect on the
business, operations, properties, assets, condition (financial or other) or
results of operations of the Company and its subsidiaries, taken as a whole.
Neither the Company nor its subsidiaries has waived any statute of limitations
in respect of Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency other than waivers and extensions which are no longer
in effect. Neither the Company nor any of its subsidiaries is a party to any
agreement providing for the allocation or sharing of Taxes with any entity that
is not, directly or indirectly, a wholly-owned corporate subsidiary of Company
other than agreements the consequences of which are fully and adequately
reserved for in the Company Financial Statements. Neither the Company nor any
of its corporate subsidiaries has, with regard to any assets or property held,
acquired or to be acquired by any of them, filed a consent to the application
of Section 341(f) of the Code.

SECTION 5.13. EMPLOYEE BENEFIT PLANS; ERISA. (a) Except as disclosed
in the Company SEC Reports, at the date hereof, the Company and its
subsidiaries do not maintain or contribute to or have any obligation or
liability to or with respect to any material employee benefit plans, programs,
arrangements or practices (such plans, programs, arrangements or practices of
the Company and its subsidiaries being referred to as the "Company Plans"),
including employee benefit plans within the meaning set forth in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or other similar material arrangements for the provision of benefits (excluding
any "Multi-employer Plan" within the meaning of Section 3(37) of ERISA or a
"Multiple Employer Plan" within the meaning of Section 413(c) of the Code). The
Company Disclosure Schedule lists all Multi-employer Plans to which any of them
makes contributions or has any obligation or liability to make contributions.
Neither the Company nor any of its subsidiaries maintains or has any liability
with respect to any Multiple Employer Plan. Neither the Company nor any

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of its subsidiaries has any obligation to create or contribute to any
additional such plan, program, arrangement or practice or to amend any such
plan, program, arrangement or practice so as to increase benefits or
contributions thereunder, except as required under the terms of the Company
Plans, under existing collective bargaining agreements or to comply with
applicable law.

(b) Except as disclosed in the Company SEC Reports, (i) there have
been no prohibited transactions within the meaning of Section 406 or 407 of
ERISA or Section 4975 of the Code with respect to any of the Company Plans that
could result in penalties, taxes or liabilities which, singly or in the
aggregate, could have a material adverse effect on the business, operations,
properties, assets, condition (financial or other) or results of operations of
the Company and its subsidiaries, taken as a whole, (ii) except for premiums
due, there is no outstanding material liability, whether measured alone or in
the aggregate, under Title IV of ERISA with respect to any of the Company
Plans, (iii) neither the Pension Benefit Guaranty Corporation nor any plan
administrator has instituted proceedings to terminate any of the Company Plans
subject to Title IV of ERISA other than in a "standard termination" described
in Section 4041(b) of ERISA, (iv) none of the Company Plans has incurred any
"accumulated funding deficiency" (as defined in Section 302 of ERISA and
Section 412 of the Code), whether or not waived, as of the last day of the most
recent fiscal year of each of the Company Plans ended prior to the date of this
Agreement, (v) the current present value of all projected benefit obligations
under each of the Company Plans which is subject to Title IV of ERISA did not,
as of its latest valuation date, exceed the then current value of the assets of
such plan allocable to such benefit liabilities by more than the amount, if
any, disclosed in the Company SEC Reports as of March 31, 1996, based upon
reasonable actuarial assumptions currently utilized for such Company Plan, (vi)
each of the Company Plans has been operated and administered in all material
respects in accordance with applicable laws during the period of time covered
by the applicable statute of limitations, (vii) each of the Company Plans which
is intended to be "qualified" within the meaning of Section 401(a) of the Code
has been determined by the Internal Revenue Service to be so qualified and such
determination has not been modified, revoked or limited by failure to satisfy
any condition thereof or by a subsequent amendment thereto or a failure to
amend, except that it may be necessary to make additional amendments
retroactively to maintain the "qualified" status of such Company Plans, and the
period for making any such necessary retroactive amendments has not expired,
(viii) with respect to Multi-employer Plans, neither the Company nor any of its
subsidiaries has made or suffered a "complete withdrawal" or a "partial
withdrawal," as such terms are respectively defined in Sections 4203, 4204 and
4205 of ERISA and, to the best knowledge of the Company and its subsidiaries,
no event has occurred or is expected to occur which presents a material risk of
a complete or partial withdrawal under said Sections 4203, 4204 and 4205, (ix)
to the best knowledge of the Company and its subsidiaries, there are no
material pending, threatened or anticipated claims involving any of the Company
Plans other than claims for benefits in the ordinary course, (x) the Company
and its subsidiaries have no current material liability under Title IV of
ERISA, and the Company and its subsidiaries do not reasonably anticipate that
any such liability will be asserted against the Company or any of its
subsidiaries, and (xi) no act, omission or transaction (individually or in the
aggregate) has occurred with respect to any Company Plan that has resulted or
could result in any material liability (direct or indirect) of the Company or
any subsidiary under Sections 409 or 502(c)(i) or (l) of ERISA or Chapter 43 of
Subtitle (A) of the Code. None of the Company Controlled Group Plans has an
"accumulated funding deficiency" (as defined in Section 302 of ERISA and
Section 412 of the Code) or is required to provide security to a Company Plan
pursuant to Section 401(a)(29) of the Code. Each Company Plan can be
unilaterally terminated by the Company or a subsidiary at any time without
material liability, other than for amounts previously reflected in the
financial statements (or notes thereto) included in the Company SEC Reports.

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(c) The Company SEC Reports contain a true and complete summary or
list of or otherwise describe all material employment contracts and other
employee benefit arrangements with "change of control" or similar provisions
and all severance agreements with executive officers.

(d) There are no agreements which will or may provide payments to any
officer, employee, stockholder, or highly compensated individual which will be
"parachute payments" under Code Section 280G that are nondeductible to the
Company or subject to tax under Code Section 4999 for which the Company or any
ERISA Affiliate would have withholding liability.

SECTION 5.14. LABOR CONTROVERSIES. Except as disclosed in the Company
SEC Reports, (a) there are no significant controversies pending or, to the
knowledge of the Company, threatened between the Company or its subsidiaries
and any representatives of any of their employees and (b) to the knowledge of
the Company, there are no material organizational efforts presently being made
involving any of the presently unorganized employees of the Company or its
subsidiaries, except for such controversies and organizational efforts, which,
singly or in the aggregate, could not reasonably be expected to materially and
adversely affect the business, operations, properties, assets, condition
(financial or other) or results of operations of the Company and its
subsidiaries, taken as a whole.

SECTION 5.15. ENVIRONMENTAL MATTERS. Except as disclosed in the
Company SEC Reports, (i) the Company and its subsidiaries have conducted their
respective businesses in compliance with all applicable Environmental Laws,
including, without limitation, having all permits, licenses and other approvals
and authorizations necessary for the operation of their respective businesses
as presently conducted, (ii) none of the properties owned by the Company or any
of its subsidiaries contain any Hazardous Substance as a result of any activity
of the Company or any of its subsidiaries in amounts exceeding the levels
permitted by applicable Environmental Laws, (iii) neither the Company nor any
of its subsidiaries has received any notices, demand letters or requests for
information from any Federal, state, local or foreign governmental entity or
third party indicating that the Company or any of its subsidiaries may be in
violation of, or liable under, any Environmental Law in connection with the
ownership or operation of their businesses, (iv) there are no civil, criminal
or administrative actions, suits, demands, claims, hearings, investigations or
proceedings pending or threatened, against the Company or any of its
subsidiaries relating to any violation, or alleged violation, of any
Environmental Law, (v) no reports have been filed, or are required to be filed,
by the Company or any of its subsidiaries concerning the release of any
Hazardous Substance or the threatened or actual violation of any Environmental
Law, (vi) no Hazardous Substance has been disposed of, released or transported
in violation of any applicable Environmental Law from any properties owned by
the Company or any of its subsidiaries as a result of any activity of the
Company or any of its subsidiaries during the time such properties were owned,
leased or operated by the Company or any of its subsidiaries, (vii) no
underground storage tanks have been installed, closed or removed from any
properties owned by the Company or any of its subsidiaries during, in the case
of the Company, the time such properties were owned, leased or operated by the
Company and during, in the case of each subsidiary, the time such subsidiary
has been owned by the Company, (viii) there is no asbestos or asbestos
containing material present in any of the properties owned by the Company and
its subsidiaries, and no asbestos has been removed from any of such properties
during the time such properties were owned, leased or operated by the Company
or any of its subsidiaries, and (ix) neither the Company, its subsidiaries nor
any of their respective properties are subject to any material liabilities or
expenditures (fixed or contingent) relating to any suit, settlement, court
order, administrative order, regulatory requirement, judgment or claim asserted
or arising under any Environmental Law, except for violations of the foregoing
clauses (i) through (ix) that, singly or in the aggregate, would not reasonably
be expected to have a material adverse effect on the

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business, operations, properties, assets, condition (financial or other) or
results of operations of the Company and its subsidiaries, taken as a whole.

SECTION 5.16. NON-COMPETITION AGREEMENTS. Except as disclosed in the
Company SEC Reports, neither the Company nor any subsidiary of the Company is a
party to any agreement which purports to restrict or prohibit in any material
respect any of them or any corporation affiliated with any of them from,
directly or indirectly, engaging in any business involving the collection,
interim storage, transfer, recovery, processing, recycling, marketing or
disposal of rubbish, garbage, paper, textile wastes, chemical or hazardous
wastes, liquid and other wastes or any other material business currently
engaged in by Parent or the Company, or any corporations affiliated with either
of them. None of the Company's officers, directors or key employees is a party
to any agreement which, by virtue of such person's relationship with the
Company, restricts in any material respect the Company or any subsidiary or
affiliate of the Company from, directly or indirectly, engaging in any of the
businesses described above.

SECTION 5.17. TITLE TO ASSETS. The Company and each of its
subsidiaries has good and marketable title in fee simple to all its real
property and good title to all its leasehold interests and other properties, as
reflected in the most recent balance sheet included in the Company Financial
Statements, except for properties and assets that have been disposed of in the
ordinary course of business since the date of such balance sheet, free and
clear of all mortgages, liens, pledges, charges or encumbrances of any nature
whatsoever, except (i) the lien for current taxes, payments of which are not
yet delinquent, (ii) such imperfections in title and easements and
encumbrances, if any, as are not substantial in character, amount or extent and
do not materially detract from the value, or interfere with the present use of
the property subject thereto or affected thereby, or otherwise materially
impair the Company's business operations (in the manner presently carried on by
the Company) or (iii) as disclosed in the Company SEC Reports, and except for
such matters which, singly or in the aggregate, could not reasonably be
expected to materially and adversely affect the business, operations,
properties, assets, condition (financial or other) or results of operations of
the Company and its subsidiaries, taken as a whole. All leases under which the
Company or any of its subsidiaries leases any real or personal property are in
good standing, valid and effective in accordance with their respective terms,
and there is not, under any of such leases, any existing default or event which
with notice or lapse of time or both would become a default other than failures
to be in good standing, valid and effective and defaults under such leases
which in the aggregate will not materially and adversely affect the business,
operations, properties, assets, condition (financial or other) or results of
operations of the Company and its subsidiaries, taken as a whole.

SECTION 5.18. REORGANIZATION AND POOLING OF INTERESTS. Neither the
Company nor, to the knowledge of the Company, any of its affiliates has taken
or agreed or intends to take any action or has any knowledge of any fact or
circumstance that would prevent the Merger from (a) constituting a
reorganization qualifying under the provisions of Section 368(a) of the Code or
(b) being treated for financial accounting purposes as a Pooling Transaction.

SECTION 5.19. COMPANY STOCKHOLDERS' APPROVAL. The affirmative vote of
stockholders of the Company required for approval and adoption of this
Agreement and the Merger is a majority of the outstanding shares of Company
Common Stock entitled to vote thereon.

SECTION 5.20. BROKERS AND FINDERS. Except for the fees and expenses
payable to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill"),
which fees are reflected in its agreement with the Company (a copy of which has
been delivered to Parent), the Company has not entered into any contract,
arrangement

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or understanding with any person or firm which may result in the obligation of
the Company to pay any finder's fees, brokerage or agent commissions or other
like payments in connection with the transactions contemplated hereby. Except
for the fees and expenses paid or payable to Merrill, there is no claim for
payment by the Company of any investment banking fees, finder's fees, brokerage
or agent commissions or other like payments in connection with the negotiations
leading to this Agreement or the consummation of the transactions contemplated
hereby.

SECTION 5.21. OPINION OF FINANCIAL ADVISOR. The financial advisor of
the Company, Merrill, has rendered a written opinion to the Board of Directors
of the Company to the effect that the Exchange Ratio is fair from a financial
point of view to the stockholders of the Company.

SECTION 5.22. AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT. (a) The
Board of Directors of the Company has taken all necessary action to amend the
Preferred Stock Rights Agreement so that none of the execution and delivery of
this Agreement, the conversion of shares of Company Common Stock into the right
to receive Parent Common Stock in accordance with Article III of this
Agreement, and the consummation of the Merger or any other transaction
contemplated hereby (but specifically not including any acquisition of
beneficial ownership of Common Stock other than through the execution and
delivery of this Agreement, the consummation of the Merger or the execution of
the voting agreements described in the recitals to this Agreement) will cause
(i) the Preferred Stock Purchase Rights issued pursuant to the Preferred Stock
Rights Agreement to become exercisable under the Preferred Stock Rights
Agreement, (ii) Parent or any of Parent's direct or indirect subsidiaries to be
deemed an "Acquiring Person" (as such term is defined in the Preferred Stock
Rights Agreement), (iii) any such event to be deemed a "Section 11(a)(ii)
Event" or a "Section 13 Event" (as such terms are defined in the Preferred
Stock Rights Agreement) or (iv) the "Stock Acquisition Date" (as such term is
defined in the Preferred Stock Rights Agreement) to occur upon any such event.

(b) The "Expiration Date" (as such term is defined in the Preferred
Stock Rights Agreement) of the Preferred Stock Purchase Rights will occur
immediately prior to the Effective Time.

SECTION 5.23. COMPANY DISCLOSURE SCHEDULE. The information set forth
in the Company Disclosure Schedule does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

ARTICLE VI
CONDUCT OF BUSINESS PENDING THE MERGER

SECTION 6.1. CONDUCT OF BUSINESS BY THE COMPANY PENDING THE MERGER.
Except as otherwise contemplated by this Agreement or disclosed in Section 6.1
of the Company Disclosure Schedule, after the date hereof and prior to the
Closing Date or earlier termination of this Agreement, unless Parent shall
otherwise agree in writing, the Company shall, and shall cause its subsidiaries
to:

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(a) conduct their respective businesses in the ordinary and usual
course of business and consistent with past practice;

(b) not (i) amend or propose to amend their respective charter or
by-laws, (ii) split, combine or reclassify their outstanding capital
stock or (iii) declare, set aside or pay any dividend or distribution
payable in cash, stock, property or otherwise, except for the payment
of dividends or distributions by a wholly-owned subsidiary of the
Company;

(c) not issue, sell, pledge or dispose of, or agree to issue,
sell, pledge or dispose of, any additional shares of, or any options,
warrants or rights of any kind to acquire any shares of their capital
stock of any class or any debt or equity securities convertible into
or exchangeable for such capital stock, except that (i) the Company
may issue shares upon conversion of convertible securities and
exercise of options and warrants outstanding on the date hereof and
(ii) the Company may issue shares of Company Common Stock in
connection with acquisitions of assets or businesses pursuant to the
proviso of Section 6.1(d);

(d) not (i) incur or become contingently liable with respect to
any indebtedness for borrowed money other than (A) borrowings in the
ordinary course of business or (B) borrowings to refinance existing
indebtedness on terms which are reasonably acceptable to Parent or (C)
as set forth in the proviso in this Section 6.1(d), (ii) redeem,
purchase, acquire or offer to purchase or acquire any shares of its
capital stock or any options, warrants or rights to acquire any of its
capital stock or any security convertible into or exchangeable for its
capital stock, (iii) take any action that would jeopardize the
treatment of the Merger as a pooling of interests under Opinion No. 16
of the Accounting Principles Board ("APB No. 16"), (iv) take or fail
to take any action which action or failure to take action would cause
the Company or its stockholders (except to the extent that any
stockholders receive cash in lieu of fractional shares and except to
the extent of Stockholders in special circumstances) to recognize gain
or loss for federal income tax purposes as a result of the
consummation of the Merger or would otherwise cause the Merger not to
qualify as a reorganization under Section 368 of the Code, (v) make
any acquisition of any assets or businesses other than expenditures
for current assets in the ordinary course of business and expenditures
for fixed or capital assets in the ordinary course of business and
consistent with the Company's capital budget disclosed in Section 6.1
of the Company Disclosure Schedule and other than as set forth in the
proviso in this Section 6.1(d), (vi) sell, pledge, dispose of or
encumber any material assets or businesses other than sales in the
ordinary course of business or (vii) enter into any binding contract,
agreement, commitment or arrangement with respect to any of the
foregoing; provided, however, that notwithstanding the foregoing
(other than subsections (iii) and (iv) of this Section 6.1(d)), the
Company shall not be prohibited from acquiring any assets or
businesses or issuing Company Common Stock or incurring or assuming
indebtedness in connection with such acquisitions so long as (x) the
aggregate value of consideration paid or payable in connection with
all such acquisitions, including any funded indebtedness assumed and
any Company Common Stock (valued for purposes of this limitation at a
price per share equal to the price of the Company Common Stock on the
date an agreement in respect of an acquisition is entered into) issued
or issuable in connection with such acquisitions, does not exceed $80
million (excluding any acquisitions for which a letter of intent has
been executed and which are identified on the Company Disclosure
Schedule), (y) the aggregate value of consideration paid or payable
for any one such acquisition, including any funded indebtedness
assumed and any Company Common Stock (valued for purposes of this
limitation at a price per share equal to the price of the Company
Common Stock on the date an agreement in

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respect of an acquisition is entered into) issued or issuable in
connection with such acquisition, does not exceed $20 million
(excluding any acquisitions for which a letter of intent has been
executed and which are identified on the Company Disclosure Schedule)
and (z) the Company will not acquire or agree to acquire any assets or
businesses if such acquisition or agreement may reasonably be expected
to delay the consummation of the Merger;

(e) use all reasonable efforts to preserve intact their
respective business organizations and goodwill, keep available the
services of their respective present officers and key employees, and
preserve the goodwill and business relationships with customers and
others having business relationships with them and not engage in any
action, directly or indirectly, with the intent to adversely impact
the transactions contemplated by this Agreement;

(f) subject to restrictions imposed by applicable law,
confer on a regular and frequent basis with one or more
representatives of Parent to report operational matters of materiality
and the general status of ongoing operations;

(g) not enter into or amend any employment, severance, special pay
arrangement with respect to termination of employment or other similar
arrangements or agreements with any directors, officers or key
employees, except in the ordinary course and consistent with past
practice; provided, however, that the Company and its subsidiaries
shall in no event enter into any written employment agreement;

(h) not adopt, enter into or amend any bonus, profit sharing,
compensation, stock option, pension, retirement, deferred
compensation, health care, employment or other employee benefit plan,
agreement, trust, fund or arrangement for the benefit or welfare of
any employee or retiree, except as required to comply with changes in
applicable law;

(i) use commercially reasonable efforts to maintain with
financially responsible insurance companies insurance on its tangible
assets and its businesses in such amounts and against such risks and
losses as are consistent with past practice; and

(j) not make, change or revoke any material Tax election or make
any material agreement or settlement regarding Taxes with any taxing
authority.

SECTION 6.2. CONDUCT OF BUSINESS BY PARENT AND SUBSIDIARY PENDING THE
MERGER. Except as otherwise contemplated by this Agreement, after the date
hereof and prior to the Closing Date or earlier termination of this Agreement,
unless the Company shall otherwise agree in writing, Parent shall, and shall
cause its subsidiaries to:

(a) conduct their respective businesses in the ordinary and
usual course of business and consistent with past practice;

(b) not (i) amend or propose to amend their respective charter
(except for the amendment by Parent of its Certificate of
Incorporation to increase the number of authorized shares of Parent
Common Stock) or by-laws, (ii) split, combine or reclassify (whether
by stock dividend or otherwise) their outstanding capital stock, or
(iii) declare, set aside or pay any dividend or

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distribution payable in cash, stock, property or otherwise, except for
the payment of dividends or distributions by a wholly-owned subsidiary
of Parent;

(c) not issue, sell, pledge or dispose of, or agree to issue,
sell, pledge or dispose of, any additional shares of, or any options,
warrants or rights of any kind to acquire any shares of their capital
stock of any class or any debt or equity securities convertible into
or exchangeable for such capital stock, except that (i) Parent may
issue shares upon conversion of convertible securities and exercise of
options outstanding on the date hereof, (ii) Parent may issue options
(and shares upon exercise of such options) pursuant to its employee
stock option plans in effect on the date hereof in the ordinary course
of business and consistent with past practices and (iii) Parent may
issue shares of capital stock (or warrants or options to acquire
capital stock) in connection with acquisitions of assets or businesses
pursuant to the proviso of Section 6.2(d);

(d) not (i) incur or become contingently liable with respect to
any indebtedness for borrowed money other than (A) borrowings in the
ordinary course of business, (B) borrowings to refinance existing
indebtedness on terms which are reasonably acceptable to the Company,
or (C) as set forth in the proviso in this Section 6.2(d), (ii)
redeem, purchase, acquire or offer to purchase or acquire any shares
of its capital stock or any options, warrants or rights to acquire any
of its capital stock or any security convertible into or exchangeable
for its capital stock, (iii) take any action that would jeopardize the
treatment of the Merger as a pooling of interests under APB No. 16,
(iv) take or fail to take any action which action or failure to take
action would cause Parent or its stockholders to recognize gain or
loss for federal income tax purposes as a result of the consummation
of the Merger or would otherwise cause the Merger not to qualify as a
reorganization under Section 368 of the Code, (v) sell, pledge,
dispose of or encumber any material assets or businesses other than
sales in the ordinary course of business, (vi) make any acquisition of
any assets or businesses other than expenditures for current assets in
the ordinary course of business and expenditures for fixed or capital
assets in the ordinary course of business and other than as set forth
in the proviso of this Section 6.2(d) or (vii) enter into any binding
contract, agreement, commitment or arrangement with respect to any of
the foregoing; provided, however, that notwithstanding the foregoing
(other than subsections (iii) and (iv) of this Section 6.2(d)), Parent
shall not be prohibited from acquiring any assets or businesses or
issuing capital stock (or warrants or options to acquire capital
stock) or incurring or assuming indebtedness in connection with such
acquisitions so long as (x) the aggregate value of consideration paid
or payable in connection with all such acquisitions, including any
funded indebtedness assumed and any Parent Common Stock (valued for
purposes of this limitation at a price per share equal to the price of
Parent Common Stock on the date an agreement in respect of an
acquisition is entered into) issued or issuable in connection with
such acquisitions, does not exceed $160 million (excluding any
acquisitions for which a letter of intent has been executed and which
are identified on the Parent Disclosure Schedule), (y) the aggregate
value of consideration paid or payable for any one such acquisition,
including any funded indebtedness assumed and any Parent Common Stock
(valued for purposes of this limitation at a price per share equal to
the price of Parent Common Stock on the date an agreement in respect
of an acquisition is entered into) issued or issuable in connection
with such acquisition, does not exceed $40 million (excluding any
acquisitions for which a letter of intent has been executed and which
are identified on the Parent Disclosure Schedule) and (z) Parent will
not acquire or agree to acquire any assets or businesses if such
acquisition or agreement may reasonably be expected to delay the
consummation of the Merger;

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(e) use all reasonable efforts to preserve intact their
respective business organizations and goodwill, keep available the
services of their respective present officers and key employees,
and preserve the goodwill and business relationships with
customers and others having business relationships with them and
not engage in any action, directly or indirectly, with the intent
to adversely impact the transactions contemplated by this
Agreement.

(f) subject to restrictions imposed by applicable law,
confer on a regular and frequent basis with one or more
representatives of the Company to report operational matters of
materiality and the general status of ongoing operations; and

(g) use commercially reasonable efforts to maintain with
financially responsible insurance companies insurance on its tangible
assets and its businesses in such amounts and against such risks and
losses as are consistent with past practice.

SECTION 6.3. CONTROL OF THE COMPANY'S OPERATIONS. Nothing contained
in this Agreement shall give to Parent, directly or indirectly, rights to
control or direct the Company's operations prior to the Effective Time. Prior
to the Effective Time, the Company shall exercise, consistent with the terms
and conditions of this Agreement, complete control and supervision of its
operations.

SECTION 6.4. CONTROL OF PARENT'S OPERATIONS. Nothing contained in
this Agreement shall give to the Company, directly or indirectly, rights to
control or direct Parent's operations prior to the Effective Time. Prior to
the Effective Time, Parent shall exercise, consistent with the terms and
conditions of this Agreement, complete control and supervision of its
operations.

SECTION 6.5. ACQUISITION TRANSACTIONS. (a) After the date hereof
and prior to the Effective Time or earlier termination of this Agreement, the
Company shall not, and shall not permit any of its subsidiaries to, initiate,
solicit, negotiate, encourage or provide confidential information to
facilitate, and the Company shall, and shall cause each of its subsidiaries to,
cause any officer, director or employee of, or any attorney, accountant,
investment banker, financial advisor or other agent retained by it, not to
initiate, solicit, negotiate, encourage or provide non-public or confidential
information to facilitate, any proposal or offer to acquire all or any
substantial part of the business and properties of the Company or any capital
stock of the Company, whether by merger, purchase of assets, tender offer or
otherwise, whether for cash, securities or any other consideration or
combination thereof (any such transactions being referred to herein as an
"Acquisition Transaction").

(b) Notwithstanding the provisions of paragraph (a) above, (i) the
Company may, in response to an unsolicited written proposal or indication of
interest with respect to a potential or proposed Acquisition Transaction
("Acquisition Proposal"), furnish (subject to the execution of a
confidentiality agreement and standstill agreement containing provisions
substantially similar to the confidentiality and standstill provisions of the
Confidentiality Agreements, as defined in Section 10.4) confidential or
non-public information to a financially capable corporation, partnership,
person or other entity or group (a "Potential Acquirer") and negotiate with
such Potential Acquirer if the Board of Directors of the Company after
consulting with its outside legal counsel, determines in good faith that the
failure to provide such confidential or non-public information to or negotiate
with such Potential Acquirer would constitute a breach of its fiduciary duty to
the Company's stockholders and (ii) the Company's Board of Directors may take
and disclose to the Company's stockholders a position contemplated by Rule
14e-2 under the Exchange Act. It is understood

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and agreed that negotiations conducted in accordance with this paragraph (b)
shall not constitute a violation of paragraph (a) of this Section 6.5.

(c) The Company shall immediately notify Parent after receipt of any
Acquisition Proposal or any request for nonpublic information relating to the
Company or its subsidiaries in connection with an Acquisition Proposal or for
access to the properties, books or records of the Company or any subsidiary by
any person or entity that informs the Board of Directors of the Company or such
subsidiary that it is considering making, or has made, an Acquisition
Proposal. Such notice to Parent shall be made orally and in writing and shall
indicate in reasonable detail the identity of the offeror and the terms and
conditions of such proposal, inquiry or contact.

ARTICLE VII
ADDITIONAL AGREEMENTS

SECTION 7.1. ACCESS TO INFORMATION. (a) The Company and its
subsidiaries shall afford to Parent and Subsidiary and their respective
accountants, counsel, financial advisors and other representatives (the "Parent
Representatives") and Parent and its subsidiaries shall afford to the Company
and its accountants, counsel, financial advisors and other representatives (the
"Company Representatives") full access during normal business hours throughout
the period prior to the Effective Time to all of their respective properties,
books, contracts, commitments and records (including, but not limited to, Tax
Returns) and, during such period, shall furnish promptly to one another (i) a
copy of each report, schedule and other document filed or received by any of
them pursuant to the requirements of federal or state securities laws or filed
by any of them with the SEC in connection with the transactions contemplated by
this Agreement and (ii) such other information concerning their respective
businesses, properties and personnel as Parent or Subsidiary or the Company, as
the case may be, shall reasonably request; provided, however, that no
investigation pursuant to this Section 7.1 shall amend or modify any
representations or warranties made herein or the conditions to the obligations
of the respective parties to consummate the Merger. Parent and its
subsidiaries shall hold and shall use their reasonable best efforts to cause
the Parent Representatives to hold, and the Company and its subsidiaries shall
hold and shall use their reasonable best efforts to cause the Company
Representatives to hold, in strict confidence all non-public documents and
information furnished to Parent and Subsidiary or to the Company, as the case
may be, in connection with the transactions contemplated by this Agreement,
except that (i) Parent, Subsidiary and the Company may disclose such
information as may be necessary in connection with seeking the Parent Required
Statutory Approvals and Parent Stockholders' Approval, the Company Required
Statutory Approvals and the Company Stockholders' Approval and (ii) each of
Parent, Subsidiary and the Company may disclose any information that it is
required by law or judicial or administrative order to disclose.

(b) In the event that this Agreement is terminated in accordance with
its terms, each party shall promptly redeliver to the other all non-public
written material provided pursuant to this Section 7.1 and shall not retain any
copies, extracts or other reproductions in whole or in part of such written
material. In such event, all documents, memoranda, notes and other writings
prepared by Parent or the Company based on the information in such material
shall be destroyed (and Parent and the Company shall use their respective
reasonable best efforts to cause their advisors and representatives to
similarly destroy their documents, memoranda and notes), and such destruction
(and reasonable best efforts) shall be certified in writing by an authorized
officer supervising such destruction.

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(c) The Company shall promptly advise Parent and Parent shall
promptly advise the Company in writing of any change or the occurrence of any
event after the date of this Agreement having, or which, insofar as can
reasonably be foreseen, in the future may have, any material adverse effect on
the business, operations, properties, assets, condition (financial or other) or
results of operations of the Company and its subsidiaries or Parent and its
subsidiaries, as the case may be, taken as a whole.

SECTION 7.2. REGISTRATION STATEMENT AND PROXY STATEMENT. Parent and
the Company shall file with the SEC as soon as is reasonably practicable after
the date hereof the Joint Proxy Statement/Prospectus and shall use all
reasonable efforts to have the Registration Statement declared effective by the
SEC as promptly as practicable. Parent shall also take any action required to
be taken under applicable state blue sky or securities laws in connection with
the issuance of Parent Common Stock pursuant hereto. Parent and the Company
shall promptly furnish to each other all information, and take such other
actions, as may reasonably be requested in connection with any action by any of
them in connection with the preceding sentence. The information provided and
to be provided by Parent and the Company, respectively, for use in the Joint
Proxy Statement/Prospectus shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

SECTION 7.3. STOCKHOLDERS' APPROVALS. (a) The Company shall, as
promptly as practicable, submit this Agreement and the transactions
contemplated hereby for the approval of its stockholders at a meeting of
stockholders and, subject to the fiduciary duties of the Board of Directors of
the Company under applicable law, shall use its reasonable best efforts to
obtain stockholder approval and adoption (the "Company Stockholders' Approval")
of this Agreement and the transactions contemplated hereby. Such meeting of
stockholders shall be held as soon as practicable following the date upon which
the Registration Statement becomes effective. Subject to the fiduciary duties
of the Board of Directors of the Company under applicable law, the Company
shall, through its Board of Directors, recommend to its stockholders approval
of the transactions contemplated by this Agreement.

(b) Parent shall, as promptly as practicable, submit this Agreement
and the transactions contemplated hereby for the approval of its stockholders
at a meeting of stockholders and, subject to the fiduciary duties of the Board
of Directors of Parent under applicable law, shall use its reasonable best
efforts to obtain stockholder approval and adoption (the "Parent Stockholders'
Approval") of this Agreement and the transactions contemplated hereby. Such
meeting of stockholders shall be held as soon as practicable following the date
on which the Registration Statement becomes effective. Parent shall, through
its Board of Directors, subject to the fiduciary duties of the members thereof,
(i) recommend to its stockholders approval of the transactions contemplated by
this Agreement and (ii) authorize and cause an officer of Parent to vote
Parent's shares of Subsidiary Common Stock for adoption and approval of this
Agreement and the transactions contemplated hereby and shall take all
additional actions as the sole stockholder of Subsidiary necessary to adopt and
approve this Agreement and the transactions contemplated hereby.

SECTION 7.4. COMPLIANCE WITH THE SECURITIES ACT. Parent and the
Company shall each use its reasonable best efforts to cause each principal
executive officer, each director and each other person who is an "affiliate,"
as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities
Act, of Parent or the Company, as the case may be, to deliver to Parent and the
Company on or prior to the Effective Time a written agreement (an "Affiliate
Agreement") to the effect that such person will not offer to sell, sell or
otherwise dispose of any shares of Parent Common Stock issued in the Merger,
except, in each case, pursuant to an effective registration statement or in
compliance with Rule 145, as amended from time to time, or in

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a transaction which, in the opinion of legal counsel satisfactory to Parent, is
exempt from the registration requirements of the Securities Act and, in any
case, until after the results covering 30 days of post-Merger combined
operations of Parent and the Company have been filed with the SEC, sent to
stockholders of Parent or otherwise publicly issued.

SECTION 7.5. EXCHANGE LISTING. Parent shall use its reasonable best
efforts to effect, at or before the Effective Time, authorization for listing
on the New York Stock Exchange Inc. (the "NYSE"), upon official notice of
issuance, of the shares of Parent Common Stock to be issued pursuant to the
Merger or to be reserved for issuance upon exercise of stock options or
warrants or the conversion of convertible securities.

SECTION 7.6. EXPENSES AND FEES. (a) All costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such expenses, except that those expenses
incurred in connection with printing and filing the Joint Proxy
Statement/Prospectus shall be shared equally by Parent and the Company.

(b) The Company agrees to pay to Parent a fee equal to $39,000,000 if:

(i) the Company terminates this Agreement pursuant to clause (iv)
or (v) of Section 9.1(a); or

(ii) Parent terminates this Agreement pursuant to clause (v) of
Section 9.1(b);

provided, however, that if the provisions of paragraph 5 of the Confidentiality
Agreement between Parent as Recipient and the Company as Protected Party have
lapsed and are no longer in force and effect as a result of the proviso set
forth in paragraph 5 of such Confidentiality Agreement and Parent has taken
actions that would otherwise be prohibited by paragraph 5 of such
Confidentiality Agreement prior to the time that Parent is entitled to receive
the payment required by this Section 7.6(b), Parent shall not be entitled to
receive such payment if such payment shall later become payable pursuant to the
terms of this Section 7.6(b); and, provided, further, that if Parent has
received the payment required by this Section 7.6(b), the proviso set forth in
paragraph 5 of such Confidentiality Agreement shall no longer be effective.

(c) Parent agrees to pay to the Company a fee equal to $39,000,000
if the Company terminates this Agreement pursuant to clause (vi) of Section
9.1(a).

SECTION 7.7. AGREEMENT TO COOPERATE. (a) Subject to the terms and
conditions herein provided and subject to the fiduciary duties of the
respective boards of directors of the Company and Parent, each of the parties
hereto shall use all reasonable efforts to take, or cause to be taken, all
action and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement, including using its
reasonable efforts to obtain all necessary or appropriate waivers, consents or
approvals of third parties required in order to preserve material contractual
relationships of the Company and its subsidiaries, all necessary or appropriate
waivers, consents and approvals and SEC "no-action" letters to effect all
necessary registrations, filings and submissions and to lift any injunction or
other legal bar to the Merger (and, in such case, to proceed with the Merger as
expeditiously as possible).

(b) Without limitation of the foregoing, each of Parent and the
Company undertakes and agrees to file as soon as practicable after the date
hereof a Notification and Report Form under the HSR Act with the

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Federal Trade Commission (the "FTC") and the Antitrust Division of the
Department of Justice (the "Antitrust Division"). Each of Parent and the
Company shall (i) use its reasonable efforts to comply as expeditiously as
possible with all lawful requests of the FTC or the Antitrust Division for
additional information and documents and (ii) not extend any waiting period
under the HSR Act or enter into any agreement with the FTC or the Antitrust
Division not to consummate the transactions contemplated by this Agreement,
except with the prior written consent of the other parties hereto.

(c) In the event any litigation is commenced by any person or
entity relating to the transactions contemplated by this Agreement, including
any Acquisition Transaction, Parent shall have the right, at its own expense,
to participate therein, and the Company will not settle any such litigation
without the consent of Parent, which consent will not be unreasonably withheld.

SECTION 7.8. PUBLIC STATEMENTS. The parties shall consult with each
other prior to issuing any press release or any written public statement with
respect to this Agreement or the transactions contemplated hereby and shall not
issue any such press release or written public statement prior to such
consultation.

SECTION 7.9. OPTION PLANS. Prior to the Effective Time, the Company
and Parent shall take such action as may be necessary to cause each unexpired
and unexercised option to purchase shares of Company Common Stock (each a
"Company Option") to be automatically converted at the Effective Time into an
option (each a "Parent Option") to purchase a number of shares of Parent Common
Stock equal to the number of shares of Company Common Stock that could have
been purchased under the Company Option multiplied by the Exchange Ratio, at a
price per share of Parent Common Stock equal to the option exercise price
determined pursuant to the Company Option divided by the Exchange Ratio and
subject to the same terms and conditions as the Company Option. The date of
grant of a substituted Parent Option shall be the date on which the
corresponding Company Option was granted. At the Effective Time, all
references in the stock option agreements to the Company shall be deemed to
refer to Parent. Parent shall assume all of the Company's obligations with
respect to Company Options as so amended and shall, from and after the
Effective Time, make available for issuance upon exercise of the Parent Options
all shares of Parent Common Stock covered thereby and amend its Registration
Statement on Form S-8 or file a new registration statement to cover the
additional shares of Parent Common Stock subject to Parent Options granted in
replacement of Company Options.

SECTION 7.10. NOTIFICATION OF CERTAIN MATTERS. Each of the Company,
Parent and Subsidiary agrees to give prompt notice to each other of, and to use
their respective reasonable best efforts to prevent or promptly remedy, (i) the
occurrence or failure to occur or the impending or threatened occurrence or
failure to occur, of any event which occurrence or failure to occur would be
likely to cause any of its representations or warranties in this Agreement to
be untrue or inaccurate in any material respect at any time from the date
hereof to the Effective Time and (ii) any material failure on its part to
comply with or satisfy any covenant, condition or agreement to be complied with
or satisfied by it hereunder; provided, however, that the delivery of any
notice pursuant to this Section 7.10 shall not limit or otherwise affect the
remedies available hereunder to the party receiving such notice.

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SECTION 7.11. DIRECTORS' AND OFFICERS' INDEMNIFICATION. (a) The
indemnification provisions of the Certificate of Incorporation of the Surviving
Corporation as in effect at the Effective Time shall not be amended, repealed
or otherwise modified for a period of six years from the Effective Time in any
manner that would adversely affect the rights thereunder of individuals who at
the Effective Time were directors, officers, employees or agents of the
Company, unless such modification is required by law.

(b) After the Effective Time, each of Parent and the Surviving
Corporation shall, to the fullest extent permitted under applicable law,
indemnify and hold harmless, each present and former director, officer,
employee and agent of the Company or any of its subsidiaries (each, together
with such person's heirs, executors or administrators, an "indemnified Party"
and collectively, the "indemnified Parties") against any costs or expenses
(including attorneys fees), judgments, fines, losses, claims, damages,
liabilities and amounts paid in settlement in connection with any actual or
threatened claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, arising out of, relating to or in
connection with any action or omission occurring prior to the Effective Time
(including, without limitation, acts or omissions in connection with such
persons serving as an officer, director or other fiduciary in any entity if
such service was at the request or for the benefit of the Company) or arising
out of or pertaining to the transactions contemplated by this Agreement. In
the event of any such actual or threatened claim, action, suit, proceeding or
investigation (whether arising before or after the Effective Time), (i) the
Company or Parent and the Surviving Corporation, as the case may be, shall pay
the reasonable fees and expenses of counsel selected by the indemnified
Parties, which counsel shall be reasonably satisfactory to the Parent and the
Surviving Corporation, promptly after statements therefor are received and
shall pay all other reasonable expenses in advance of the final disposition of
such action, (ii) the Parent and the Surviving Corporation will cooperate and
use all reasonable efforts to assist in the vigorous defense of any such
matter, and (iii) to the extent any determination is required to be made with
respect to whether an indemnified Party's conduct complies with the standards
set forth under the DGCL and the Parent's or the Surviving Corporation's
respective charters or By-Laws such determination shall be made by independent
legal counsel acceptable to the Parent or the Surviving Corporation, as the
case may be, and the indemnified Party; provided, however, that neither Parent
nor the Surviving Corporation shall be liable for any settlement effected
without its written consent (which consent shall not be unreasonably withheld)
and, provided, further, that if Parent or the Surviving Corporation advances or
pays any amount to any person under this paragraph (b) and if it shall
thereafter be finally determined by a court of competent jurisdiction that such
person was not entitled to be indemnified hereunder for all or any portion of
such amount, such person shall repay such amount or such portion thereof, as
the case may be, to Parent or the Surviving Corporation, as the case may be.
The indemnified Parties as a group may not retain more than one law firm to
represent them with respect to each matter unless there is, under applicable
standards of professional conduct, a conflict on any significant issue between
the positions of any two or more indemnified Parties.

(c) In the event the Surviving Corporation or Parent or any of their
successors or assigns (i) consolidates with or merges into any other person and
shall not be the continuing or surviving corporation or entity of such
consolidation or merger or (ii) transfers all or substantially all of its
properties and assets to any person, then and in each such case, proper
provisions shall be made so that the successors and assigns of the Surviving
Corporation or Parent shall assume the obligations set forth in this Section
7.11.

(d) For a period of six years after the Effective Time, Parent shall
cause to be maintained in effect the current policies of directors' and
officers' liability insurance maintained by the Company and its subsidiaries
(provided that Parent may substitute therefor policies of at least the same
coverage and amounts containing terms and conditions that are no less
advantageous in any material respect to the indemnified

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Parties and which coverages and amounts shall be no less than the coverages and
amounts provided at that time for Parent's directors and officers) with respect
to matters rising before the Effective Time, provided that Parent shall not be
required to pay an annual premium for such insurance in excess of two times the
current annual premium paid by the Company for its existing coverage (the
"Cap"); and provided, further, that if equivalent coverage cannot be obtained,
or can be obtained only by paying an annual premium in excess of the Cap,
Parent shall only be required to obtain as much coverage as can be obtained by
paying an annual premium equal to the Cap.

(e) Parent shall pay all reasonable expenses, including reasonable
attorneys' fees, that may be incurred by any indemnified Person in enforcing
the indemnity and other obligations provided in this Section 7.11.

(f) The rights of each indemnified Party hereunder shall be in
addition to any other rights such indemnified Party may have under the charter
or bylaws of the Company, under the DGCL or otherwise. The provisions of this
Section 7.11 shall survive the consummation of the Merger and expressly are
intended to benefit each of the indemnified Parties.

SECTION 7.12. CORRECTIONS TO THE JOINT PROXY STATEMENT/PROSPECTUS AND
REGISTRATION STATEMENT. Prior to the date of approval of the Merger by their
respective stockholders, each of the Company, Parent and Subsidiary shall
correct promptly any information provided by it to be used specifically in the
Joint Proxy Statement/Prospectus and Registration Statement that shall have
become false or misleading in any material respect and shall take all steps
necessary to file with the SEC and have declared effective or cleared by the
SEC any amendment or supplement to the Joint Proxy Statement/Prospectus or the
Registration Statement so as to correct the same and to cause the Joint Proxy
Statement/Prospectus as so corrected to be disseminated to the stockholders of
the Company and Parent, in each case to the extent required by applicable law.

SECTION 7.13. EFFECT ON ACCOUNTING TREATMENT. Each of the parties
hereto agrees that, notwithstanding anything to the contrary contained in the
Agreement, nothing contained in or contemplated by this Agreement shall require
any of the parties hereto to take any action which would jeopardize the
treatment of the Merger as a pooling of interests under APB No. 16.

SECTION 7.14. AMENDMENT OF CERTAIN ACQUISITION AGREEMENTS. The
Company shall use its reasonable best efforts to amend the agreements listed on
Schedule 5.2 of the Company Disclosure Schedule to eliminate the rights of the
other parties to such agreements to receive Company Common Stock, such
amendments to be on terms that are reasonably acceptable to Parent.

ARTICLE VIII
CONDITIONS

SECTION 8.1. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER. The respective obligations of each party to effect the Merger shall be
subject to the fulfillment at or prior to the Closing Date of the following
conditions:

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(a) this Agreement and the transactions contemplated hereby shall
have been approved and adopted by the requisite vote of the
stockholders of the Company and Parent under applicable law and
applicable listing requirements;

(b) the shares of Parent Common Stock issuable in the Merger and
those to be reserved for issuance upon exercise of stock options or
warrants or the conversion of convertible securities shall have been
authorized for listing on the NYSE upon official notice of issuance;

(c) the waiting period applicable to the consummation of the
Merger under the HSR Act shall have expired or been terminated;

(d) the Registration Statement shall have become effective in
accordance with the provisions of the Securities Act, and no stop
order suspending such effectiveness shall have been issued and remain
in effect and no proceeding for that purpose shall have been
instituted by the SEC or any state regulatory authorities;

(e) no preliminary or permanent injunction or other order or
decree by any federal or state court which prevents the consummation
of the Merger shall have been issued and remain in effect (each party
agreeing to use its reasonable efforts to have any such injunction,
order or decree lifted);

(f) no action shall have been taken, and no statute, rule or
regulation shall have been enacted, by any state or federal government
or governmental agency in the United States which would prevent the
consummation of the Merger or make the consummation of the Merger
illegal;

(g) all governmental waivers, consents, orders and approvals
legally required for the consummation of the Merger and the
transactions contemplated hereby, and all consents from lenders
required to consummate the Merger, shall have been obtained and be in
effect at the Effective Time, except where the failure to obtain the
same would not be reasonably likely to have a material adverse effect
on the business, operations, properties, assets, liabilities,
condition (financial or other) or results of operations of the Company
and its subsidiaries, taken as a whole, following the Effective Time;

(h) Coopers & Lybrand L.L.P., certified public accountants for
Parent, shall have delivered a letter, dated the Closing Date,
addressed to Parent, in form and substance reasonably satisfactory to
Parent, to the effect that the Merger will qualify for a pooling of
interests accounting treatment if consummated in accordance with this
Agreement; and

(i) Arthur Andersen LLP, certified public accountants for the
Company, shall have delivered a memorandum dated the Closing Date,
addressed to the Company, in form and substance reasonably
satisfactory to the Company, stating that the Merger will qualify for
a pooling of interests accounting treatment if consummated in
accordance with this Agreement.

SECTION 8.2. CONDITIONS TO OBLIGATION OF THE COMPANY TO EFFECT THE
MERGER. Unless waived by the Company, the obligation of the Company to effect
the Merger shall be subject to the fulfillment at or prior to the Closing Date
of the following additional conditions:

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(a) Parent and Subsidiary shall have performed in all
material respects their agreements contained in this Agreement
required to be performed on or prior to the Closing Date and the
representations and warranties of Parent and Subsidiary contained in
this Agreement shall be true and correct in all material respects on
and as of the date made and (except to the extent that such
representations and warranties speak as of an earlier date) on and as
of the Closing Date as if made at and as of such date, and the Company
shall have received a certificate of the Chairman of the Board and
Chief Executive Officer, the President or a Vice President of Parent
and of the President and Chief Executive Officer or a Vice President
of Subsidiary to that effect;

(b) the Company shall have received an opinion of Baker & Botts,
L.L.P., in form and substance reasonably satisfactory to the Company,
dated the Closing Date, to the effect that the Company and holders of
Company Common Stock (except to the extent any stockholders receive
cash in lieu of fractional shares) will recognize no gain or loss for
federal income tax purposes as a result of consummation of the Merger;

(c) since the date hereof, there shall have been no changes that
constitute, and no event or events (including, without limitation,
litigation developments) shall have occurred which have resulted in or
constitute, a material adverse change in the business, operations,
properties, assets, condition (financial or other) or results of
operations of Parent and its subsidiaries, taken as a whole, except
for changes that affect the industries in which Parent and its
subsidiaries operate generally; and

(d) all governmental waivers, consents, orders, and approvals
legally required for the consummation of the Merger and the
transactions contemplated hereby shall have been obtained and be in
effect at the Closing Date except for such waivers, consents, orders
and approvals the failure of which to have been obtained would not
have a material adverse effect on the business, operations,
properties, assets, condition (financial or other) or results of
operations of Parent and its subsidiaries, taken as a whole, following
the Effective Time, and no governmental authority shall have
promulgated after the date hereof any statute, rule or regulation
which, when taken together with all such promulgations, would
materially impair the value to Parent of the Merger.

SECTION 8.3. CONDITIONS TO OBLIGATIONS OF PARENT AND SUBSIDIARY TO
EFFECT THE MERGER. Unless waived by Parent and Subsidiary, the obligations of
Parent and Subsidiary to effect the Merger shall be subject to the fulfillment
at or prior to the Effective Time of the additional following conditions:

(a) the Company shall have performed in all material respects its
agreements contained in this Agreement required to be performed on or
prior to the Closing Date and the representations and warranties of
the Company contained in this Agreement shall be true and correct in
all material respects on and as of the date made and on and as of the
Closing Date as if made at and as of such date, and Parent shall have
received a Certificate of the President and Chief Executive Officer or
of a Vice President of the Company to that effect;

(b) Parent shall have received an opinion of Andrews & Kurth
L.L.P., in form and substance reasonably satisfactory to Parent, dated
the Closing Date, to the effect that Parent and Subsidiary will
recognize no gain or loss for federal income tax purposes as a result
of consummation of the Merger;

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(c) the Affiliate Agreements required to be delivered to Parent
pursuant to Section 7.4 shall have been furnished as required by
Section 7.4;

(d) since the date hereof, there shall have been no changes that
constitute, and no event or events (including, without limitation,
litigation developments) shall have occurred which have resulted in or
constitute, a material adverse change in the business, operations,
properties, assets, condition (financial or other) or results of
operations of the Company and its subsidiaries, taken as a whole,
except for changes that affect the industries in which the Company and
its subsidiaries operate generally; and

(e) all governmental waivers, consents, orders and approvals
legally required for the consummation of the Merger and the
transactions contemplated hereby shall have been obtained and be in
effect at the Closing Date except for such waivers, consents, orders
and approvals the failure of which to have been obtained would not
have a material adverse effect on the business, operations,
properties, assets, condition (financial or other) or results of
operations of the Company and its subsidiaries, taken as a whole,
following the Effective Time, and no governmental authority shall have
promulgated after the date hereof any statute, rule or regulation
which, when taken together with all such promulgations, would
materially impair the value to Parent of the Merger.

ARTICLE IX
TERMINATION, AMENDMENT AND WAIVER

SECTION 9.1. TERMINATION. This Agreement may be terminated at any
time prior to the Closing Date, whether before or after approval by the
stockholders of the Company or Parent, by the mutual written consent of the
Company and Parent or as follows:

(a) The Company shall have the right to terminate this Agreement:

(i) if the representations and warranties of Parent and
Subsidiary shall fail to be true and correct in all material
respects on and as of the date made or, except in the case of any
such representations and warranties made as of a specified date,
on and as of any subsequent date as if made at and as of such
subsequent date and such failure shall not have been cured in all
material respects within 30 days after written notice of such
failure is given to Parent by the Company;

(ii) if the Merger is not completed by December 31, 1996
(unless due to a delay or default on the part of the Company);

(iii) if the Merger is enjoined by a final, unappealable
court order not entered at the request or with the support of the
Company and if the Company shall have used reasonable efforts to
prevent the entry of such order;

(iv) if (A) the Company receives an offer or proposal from
any Potential Acquirer (excluding any affiliate of the Company or
any group of which any affiliate of the Company is a member) with
respect to a merger, sale of substantial assets or other business
combination involving the Company, (B) the Company's Board of
Directors determines, in good faith and

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after consultation with an independent financial advisor, that
such offer or proposal (if consummated pursuant to its terms)
would result in an Acquisition Transaction more favorable to the
Company's stockholders than the Merger (any such offer or proposal
being referred to as a "Superior Proposal") and resolves to accept
such Superior Proposal and (C) the Company shall have given Parent
two days' prior written notice of its intention to terminate
pursuant to this provision; provided, however, that such
termination shall not be effective until such time as the payment
required by Section 7.6(b) shall have been received by Parent;

(v) if (A) a tender or exchange offer is commenced by a
Potential Acquirer (excluding any affiliate of the Company or any
group of which any affiliate of the Company is a member) for all
outstanding shares of Company Common Stock, (B) the Company's
Board of Directors determines, in good faith and after
consultation with an independent financial advisor, that such
offer constitutes a Superior Proposal and resolves to accept such
Superior Proposal or recommend to the stockholders that they
tender their shares in such tender or exchange offer and (C) the
Company shall have given Parent two days' prior written notice of
its intention to terminate pursuant to this provision; provided,
however, that such termination shall not be effective until such
time as the payment required by Section 7.6(b) shall have been
received by Parent;

(vi) if Parent (A) fails to perform in any material respect
any of its material covenants in this Agreement and (B) does not
cure such default in all material respects within 30 days after
notice of such default is given to Parent by the Company; or

(vii) if the stockholders of Parent fail to approve the
Merger at a duly held meeting of stockholders called for such
purpose or any adjournment thereof.

(b) Parent shall have the right to terminate this Agreement:

(i) if the representations and warranties of the Company
shall fail to be true and correct in all material respects on and
as of the date made or, except in the case of any such
representations and warranties made as of a specified date, on and
as of any subsequent date as if made at and as of such subsequent
date and such failure shall not have been cured in all material
respects within 30 days after written notice of such failure is
given to the Company by Parent;

(ii) if the Merger is not completed by December 31, 1996
(unless due to a delay or default on the part of Parent);

(iii) if the Merger is enjoined by a final, unappealable court
order not entered at the request or with the support of Parent and
if Parent shall have used reasonable efforts to prevent the entry
of such order;

(iv) if the Board of Directors of the Company shall have
resolved to accept a Superior Proposal or shall have recommended
to the stockholders of the Company that they tender their shares
in a tender or an exchange offer commenced by a third party
(excluding any affiliate of Parent or any group of which any
affiliate of Parent is a member);

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(v) if the Company (A) fails to perform in any material
respect any of its material covenants in this Agreement and (B)
does not cure such default in all material respects within 30 days
after notice of such default is given to the Company by Parent; or

(vi) if the stockholders of the Company fail to approve the
Merger at a duly held meeting of stockholders called for such
purpose or any adjournment thereof.

(c) As used in this Section 9.1, (i) "affiliate" has the meaning
assigned to it in Section 7.4 and (ii) "group" has the meaning set
forth in Section 13(d) of the Exchange Act and the rules and
regulations thereunder.

SECTION 9.2. EFFECT OF TERMINATION. In the event of termination of
this Agreement by either Parent or the Company pursuant to the provisions of
Section 9.1, this Agreement shall forthwith become void and there shall be no
further obligation on the part of the Company, Parent, Subsidiary or their
respective officers or directors (except as set forth in this Section 9.2, in
the second sentence of Section 7.1(a) and in Sections 7.1(b) and 7.6, all of
which shall survive the termination). Nothing in this Section 9.2 shall
relieve any party from liability for any willful or intentional breach of this
Agreement.

SECTION 9.3. AMENDMENT. This Agreement may not be amended except by
action taken by the parties' respective Boards of Directors or duly authorized
committees thereof and then only by an instrument in writing signed on behalf
of each of the parties hereto and in compliance with applicable law. Such
amendment may take place at any time prior to the Closing Date, whether before
or after approval by the stockholders of the Company, Parent or Subsidiary.

SECTION 9.4. WAIVER. At any time prior to the Effective Time, the
parties hereto may (a) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (b) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant thereto and (c) waive compliance with any of the
agreements or conditions contained herein. Any agreement on the part of a
party hereto to any such extension or waiver shall be valid if set forth in an
instrument in writing signed on behalf of such party.

ARTICLE X
GENERAL PROVISIONS

SECTION 10.1. NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. No
representations, warranties or agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Merger, and
after effectiveness of the Merger neither the Company, Parent, Subsidiary or
their respective officers or directors shall have any further obligation with
respect thereto except for the representations, warranties and agreements
contained in Articles II, III and X, the last sentence of Section 7.9, and
Section 7.11.

SECTION 10.2. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally, mailed
by registered or certified mail (return receipt requested) or sent via
facsimile to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):

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(a) If to Parent or Subsidiary to:

USA Waste Services, Inc.
5400 LBJ Freeway
Suite 300 - Tower One
Dallas, Texas 75240
Attention: Chief Executive Officer
Telecopy: 214-383-7919

with a copy to:

Gregory T. Sangalis
5400 LBJ Freeway
Suite 300 - Tower One
Dallas, Texas 75240
Telecopy: 214-383-7919

(b) If to the Company, to:

Sanifill, Inc.
Suite 700
2777 Allen Parkway
Houston, Texas 77019
Attention: Chief Executive Officer
Telecopy: 713-942-6277

with a copy to:

Steve Walton
Suite 700
2777 Allen Parkway
Houston, Texas 77019
Telecopy: 713-942-6277

SECTION 10.3. INTERPRETATION. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. In this Agreement, unless a
contrary intention appears, (i) the words "herein", "hereof" and "hereunder"
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision and (ii) reference to any
Article or Section means such Article or Section hereof. No provision of this
Agreement shall be interpreted or construed against any party hereto solely
because such party or its legal representative drafted such provision.

SECTION 10.4. MISCELLANEOUS. This Agreement (including the documents
and instruments referred to herein) (a) constitutes the entire agreement and
supersedes all other prior agreements and understandings, both written and
oral, among the parties, or any of them, with respect to the subject matter
hereof (provided, that the provisions of those two certain agreements dated
June 17, 1996 by and between the Company and Parent concerning confidentiality
and related matters (the "Confidentiality Agreements"),

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shall remain in effect), (b) is not intended to confer upon any other person
any rights or remedies hereunder, except for rights of indemnified Parties
under Section 7.11 and (c) shall not be assigned by operation of law or
otherwise, except that Subsidiary may assign this Agreement to any other
wholly-owned subsidiary of Parent. THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE
STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE.

SECTION 10.5. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.

SECTION 10.6. PARTIES IN INTEREST. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and except
as set forth in Sections 7.9 and 7.11, nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.

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IN WITNESS WHEREOF, Parent, Subsidiary and the Company have caused
this Agreement to be signed by their respective officers and attested to as of
the date first written above.

USA WASTE SERVICES, INC.
Attest:

/s/ GREGORY T. SANGALIS By: /s/ JOHN E. DRURY
- ------------------------------ ------------------------------
Secretary Name: John E. Drury
Title: Chief Executive Officer

QUATRO ACQUISITION CORP.
Attest:

/s/ GREGORY T. SANGALIS By: /s/ JOHN E. DRURY
- ------------------------------ ------------------------------
Secretary Name: John E. Drury
Title: Chief Executive Officer

SANIFILL, INC.
Attest:

/s/ H. STEVEN WALTON By: /s/ LORNE D. BAIN
- ------------------------------ ------------------------------
Secretary Name: Lorne D. Bain
Title: Chairman of the Board and
Chief Executive Officer

Page A-43
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ANNEX B

[Donaldson, Lufkin & Jenrette Letterhead]

June 21, 1996

Board of Directors
USA Waste Services, Inc.
5400 LBJ Freeway
Tower One, Suite 300
Dallas, TX 75240

Dear Sirs:

You have requested our opinion as to the fairness from a financial
point of view to USA Waste Services, Inc. ("USA Waste" or the "Company") of
the Exchange Ratio (as defined below) provided for in the Agreement and Plan of
Merger (the "Agreement") to be entered into by and among USA Waste, Quatro
Acquisition Corp. and Sanifill, Inc. ("Sanifill") pursuant to which Quatro
Acquisition Corp. will be merged with and into Sanifill.

Pursuant to the Agreement, each share of common stock of Sanifill will
be converted into the right to receive 1.70 shares of common stock, $.01 par
value per share of the Company (the "Exchange Ratio").

In arriving at our opinion, we have reviewed the draft of the
Agreement dated June 19, 1996 as well as financial and other information that
was publicly available or furnished to us by the Company and Sanifill including
information provided during discussions with their respective managements.
Included in the information provided during discussions with the respective
managements were certain financial projections of the Company prepared by the
management of the Company, certain financial projections of Sanifill prepared
by the management of Sanifill and certain financial information of the Company
and Sanifill on a combined basis prepared by the Company. In addition, we have
compared certain financial and securities data of the Company and Sanifill with
various other companies whose securities are traded in public markets, reviewed
the historical stock prices and trading volumes of the common stock of the
Company, reviewed prices and premiums paid in other business combinations and
conducted such other financial studies, analyses and investigations as we
deemed appropriate for purposes of this opinion.

In rendering our opinion, we have relied upon and assumed the
accuracy, completeness and fairness of all of the financial and other
information that was available to us from public sources, that was provided to
us by the Company, and Sanifill and their respective representatives, or that
was otherwise reviewed by us. In particular, we have relied upon the estimates
of the managements of the Company and Sanifill of the operating synergies
achievable as a result of the proposed merger and upon our discussion of such
synergies with the managements of the Company and Sanifill. With respect to
the financial projections supplied to us, we have assumed that they have been
reasonably

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Board of Directors
USA Waste Services, Inc.
Page 2

prepared on the basis reflecting the best currently available estimates and
judgments of the management of the Company and Sanifill as to the future
operating and financial performance of the Company and Sanifill.

We have not assumed any responsibility for making any independent
evaluation of assets or liabilities of the Company or Sanifill or for
independently verifying any of the information reviewed by us. In rendering
our opinion, we did not perform any procedures or analysis regarding potential
environmental liabilities of either the Company or Sanifill, nor did we
consider the impact of changes in the regulatory environment in which the
Company and Sanifill operate. We have relied as to all legal matters on advice
of counsel to the Company.

Our opinion is necessarily based on economic, market, financial and
other conditions as they exist on, and on the information made available to us
as of, the date of this letter and does not represent an opinion as to the
price at which shares of the Company will trade following the consummation of
the Agreement. It should be understood that, although subsequent developments
may affect this opinion, we do not have any obligation to update, revise or
reaffirm this opinion. Our opinion addresses only the fairness of the Exchange
Ratio to the Company from a financial point of view. Our opinion does not
constitute a recommendation to any shareholder as to how such shareholder
should vote on the proposed transaction.

Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as part
of its investment banking services, is regularly engaged in the valuation of
businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placement and valuations for estate, corporate and other purposes. DLJ
has performed investment banking and other services for the Company in the
past, including (i) acting as USA Waste's financial advisor in connection with
USA Waste's merger with Chambers Development Co., Inc. completed in June 1995;
(ii) acting as the lead manager in a public offering of USA Waste common stock
completed in October 1995; and (iii) acting as USA Waste's financial advisor in
connection with USA Waste's merger with Western Waste Industries completed in
May 1996. DLJ has performed investment banking and other services for Sanifill
in the past, including (i) acting as a co-manager in a public offering of
Sanifill common stock completed in August 1995 and (ii) acting as the lead
manager in a public offering of Sanifill convertible subordinated debentures
completed in March 1996. In addition, in the ordinary course of our business,
we trade the securities of the Company and Sanifill for our own account and for
the accounts of customers, and, accordingly, may at any time hold a long or
short position in such securities.

Based upon the foregoing and such other factors as we deem relevant,
we are of the opinion that the Exchange Ratio is fair to the Company from a
financial point of view.

Very truly yours,

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

B-2
134

ANNEX C

[Merrill Lynch, Pierce, Fenner & Smith Incorporated Letterhead]

June 21, 1996

Board of Directors
Sanifill, Inc.
2777 Allen Parkway
Suite 700
Houston, Texas 77019-2155

Gentlemen:

Sanifill, Inc. (the "Company"), USA Waste Services, Inc. (the
"Issuer") and a wholly owned subsidiary of the Issuer (the "Merger Sub")
propose to enter into an agreement (the "Agreement") pursuant to which Merger
Sub will be merged with the Company in a transaction (the "Merger") in which
each outstanding share of the Company's common stock, par value $.01 per share
(the "Shares"), will be converted into the right to receive 1.7 shares (the
"Exchange Ratio") of the common stock of the Issuer, par value $.01 per share
(the "Issuer Shares"). In connection with the Merger, the parties also propose
to enter into a voting agreement with each of certain stockholders of the
Issuer and certain stockholders of the Company (each, a "Voting Agreement")
pursuant to which such stockholders will agree, among other things, to vote
shares held by them in favor of the Merger.

You have asked us whether, in our opinion, the Exchange Ratio is fair
to the stockholders of the Company from a financial point of view.

In arriving at the opinion set forth below, we have, among other
things:

1. Reviewed the Company's Annual Reports, Forms 10-K and related
financial information for the three fiscal years ended
December 31, 1995 and the Company's Form 10-Q and the related
unaudited financial information for the quarterly period
ending March 31, 1996;

2. Reviewed the Issuer's Annual Reports, Forms 10-K and related
financial information for the three fiscal years ended
December 31, 1995 and the Issuer's Form 10-Q and the related
unaudited financial information for the quarterly period
ending March 31, 1996 and certain other filings, including
registration statements, Form 8-Ks and proxy

C-1
135
statements, with the Securities and Exchange Commission made
by the Issuer during the last three years;

3. Reviewed certain information, including financial forecasts,
relating to the business, earnings, cash flow, assets and
prospects of the Company and the Issuer, furnished to us by
the Company and the Issuer;

4. Conducted discussions with members of senior management of the
Company and the Issuer concerning their respective businesses
and prospects;

5. Reviewed the historical market prices and trading activity for
the Shares and the Issuer Shares and compared them with that
of certain publicly traded companies which we deemed to be
reasonably similar to the Company and the Issuer,
respectively;

6. Compared the results of operations of the Company and the
Issuer with that of certain companies which we deemed to be
reasonably similar to the Company and the Issuer,
respectively;

7. Compared the proposed financial terms of the transactions
contemplated by the Agreement with the financial terms of
certain other mergers and acquisitions which we deemed to be
relevant;

8. Reviewed a draft of the Agreement dated June 19, 1996;

9. Reviewed a draft of the Voting Agreement dated June 15, 1996;
and

10. Reviewed such other financial studies and analyses and
performed such other investigations and took into account such
other matters as we deemed necessary, including our assessment
of general economic, market and monetary conditions.

In preparing our opinion, we have relied on the accuracy and
completeness of all information supplied or otherwise made available to us by
the Company and the Issuer, and we have not independently verified such
information or undertaken an independent appraisal of the assets or liabilities
of the Company or the Issuer nor have we been furnished with any such
appraisals. With respect to the financial forecasts furnished by the Company
and the Issuer, we have assumed that they have been reasonably prepared and
reflect the best currently available estimates and judgment of the Company's or
the Issuer's management as to the expected future financial performance of the
Company or the Issuer, as the case may be.

In connection with the preparation of this opinion, we have not been
authorized by the Company or the Board of Directors to solicit, nor have we
solicited, third-party indications of interest for the acquisition of all or
any part of the Company.

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136
We have acted as financial advisor to the Company in connection with
the Merger and will receive fees for such services, a portion of which is
contingent upon consummation of the Merger. In the ordinary course of our
securities business, we may actively trade debt or equity securities of the
Issuer and the Company for our own account and the accounts of our customers,
and we therefore may from time to time hold a long or short position in such
securities.

On the basis of, and subject to the foregoing, we are of the opinion
that the Exchange Ratio is fair to the stockholders of the Company from a
financial point of view.

Very truly yours,

MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED

By /s/ MARK SHAFIR
----------------------------

C-3

137
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, 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 corporation and, with respect to any criminal action
or proceedings, had no reasonable cause to believe his conduct was unlawful.
With respect to actions by or in the right of the corporation, a person may not
be indemnified if he has been adjudged to be liable to the corporation, except
where, besides meeting the requirements described in the preceding sentence,
the court in which such action was brought determines upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, he
shall be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith. A corporation shall have
the power to purchase insurance on behalf of the persons referred to above
against any liability asserted against them and incurred by them in such
capacities referred to whether or not the corporation would have the power to
indemnify them against such liability.

Section 102(b)(7) of the DGCL provides that the certificate of
incorporation of a corporation may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director for (i) any
breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) unlawful dividend
payment or stock purchase or redemption under Section 174 of the DGCL, (iv) any
transaction from which the director derived an improper personal benefit, or
(v) any act or omission occurring prior to the date when such provision becomes
effective.

The Registrant's Certificate of Incorporation provides that (i) the
Registrant shall indemnify, and advance litigation expenses to, its officers,
directors, employees and agents to the fullest extent permitted by the DGCL and
all other laws of the State of Delaware, (ii) to the fullest extent that the
DGCL permits the limitation or elimination of the liability of directors, no
director of the Registrant shall be personally liable to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
(iii) no amendment to or repeal of the provision of the Certificate of
Incorporation described in clause (ii) shall apply to or have any effect on the
liability or alleged liability of any director of the Registrant for or with
respect to any acts or omission of such director occurring prior to the time of
such amendment or repeal and (iv) any amendment to the DGCL which further
limits or eliminates the liability of directors shall be fully applicable to
the Registrant's directors.

USA Waste has indemnification agreements with its directors.

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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following is a complete list of Exhibits filed as part of
this Registration Statement:

EXHIBIT

2.1 -- Agreement and Plan of Merger dated as of June 22, 1996, among USA Waste Services, Inc. ("USA Waste"),
Quatro Acquisition Corporation, a wholly owned subsidiary of USA Waste ("Acquisition"), and Sanifill,
Inc. ("Sanifill") --included as Annex A to the Joint Proxy Statement and Prospectus herein.
3.1 -- Restated Certificate of Incorporation --incorporated by reference to Exhibit 3.1(b) of the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996.
3.2 -- Bylaws --incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-
4, File No. 33-60103.
4.1 -- Specimen Stock Certificate --incorporated by reference to Exhibit 4.3 of the Registrant's Registration
Statement on Form S-3, File No. 33-76224.
**5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered.
*8.1 -- Form of Opinion of Baker & Botts, L.L.P. as to certain federal income tax matters.
*10.1 -- Agreement Among USA Waste, D. Moorehead, Jr., J. Drury, J. Rangos, Sr., A. Rangos, J. Rangos, Jr. and
John Rangos Development Corporation, Inc. dated June 21, 1996.
*10.2 -- Employment and Noncompetition Agreement between USA Waste and Lorne D. Bain, dated June 22, 1996.
*10.3 -- Letter Agreement between USA Waste and Kosti Shirvanian, dated December 18, 1995.
*10.4 -- Letter Agreement between USA Waste and Kosti Shirvanian, dated June 21, 1996.
*10.5 -- Letter Agreement between USA Waste and Sanifill, dated June 22, 1996, regarding indemnification
provisions of certificate of incorporation.
*10.6 -- Confidentiality Agreement, dated June 17, 1996, between USA Waste Services, Inc., as the Protected
Party, and Sanifill, Inc., as the Recipient.
*10.7 -- Confidentiality Agreement, dated June 17, 1996, between Sanifill, Inc., as the Protected Party, and USA
Waste Services, Inc., as the Recipient.
*21.1 -- Subsidiaries of the Registrant.
*23.1 -- Consent of Coopers & Lybrand L.L.P.
*23.2 -- Consent of Deloitte & Touche LLP.
*23.3 -- Consent of Ernst & Young LLP.
*23.4 -- Consent of Arthur Andersen LLP.
*23.5 -- Consent of Andrews & Kurth L.L.P. --included in Exhibit 5.1.
*23.6 -- Consent of Baker & Botts, L.L.P. --included in Exhibit 8.1.
*23.7 -- Consent of Donaldson, Lufkin & Jenrette Securities Corporation.
*23.8 -- Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
*24.1 -- Powers of Attorney --included on the signature pages in Part II of this Registration Statement.
*99.1 -- Form of USA Waste Services, Inc's Proxy Card
*99.2 -- Form of Sanifill, Inc's Proxy Card
*99.3 -- Opinion of Donaldson, Lufkin & Jenrette Securities Corporation --included as Annex B to the Joint Proxy
Statement and Prospectus herein.
*99.4 -- Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated--included as Annex C to the Joint Proxy
Statement and Prospectus herein.
- ---------------

* Filed herewith.
** To be filed by amendment.

ITEM 22. UNDERTAKINGS

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

II-2
139
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.

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 (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.

The undersigned Registrant hereby undertakes as follows: that, prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

The undersigned Registrant hereby undertakes that every prospectus:
(i) that is filed pursuant to the immediately preceding paragraph, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes 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.

The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-3
140
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DALLAS,
STATE OF TEXAS, ON THE 15TH DAY OF JULY, 1996.

USA WASTE SERVICES, INC.

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

POWER OF ATTORNEY

KNOWN 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 connection
therewith, with the Securities and Exchange Commission, to sign any and all
applications, registration 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 JULY 15, 1996.

SIGNATURE TITLE
--------- -----

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

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

/S/ BRUCE E. SNYDER Vice President and Controller (Principal
- ---------------------------------- accounting officer)
Bruce E. Snyder
141

/S/ DONALD F. MOOREHEAD, JR. Vice Chairman
- -----------------------------------------
Donald F. Moorehead, Jr.

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

/S/ GEORGE L. BALL Director
- -----------------------------------------
George L. Ball

/S/ PETER J. GIBBONS Director
- -----------------------------------------
Peter J. Gibbons

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

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

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

/S/ ALEXANDER W. RANGOS Vice Chairman and Director
- -----------------------------------------
Alexander W. Rangos

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

/S/ SAVEY TUFENKIAN Director
- -----------------------------------------
Savey Tufenkian

II-4
142
INDEX TO EXHIBITS

EXHIBIT

* Filed herewith.
** To be filed by amendment.

   1
                                                                     EXHIBIT 8.1


                              FORM OF OPINION OF
                            BAKER & BOTTS, L.L.P.

Sanifill, Inc.
Suite 700
2777 Allen Parkway
Houston, Texas 77019


                We have acted as counsel to Sanifill, Inc. ("Sanifill") in 
connection with the planned merger (the "Merger") into Sanifill of Quatro
Acquisition Corp. ("Subsidiary"), which is a newly formed, wholly owned
subsidiary of USA Waste Services, Inc. ("USA Waste"), pursuant to an Agreement
and Plan of Merger dated as of June 22, 1996 (the "Merger Agreement"). Defined
terms used in the Merger Agreement have the same meaning when used herein,
except that the terms "Sanifill" and "USA Waste" are sometimes used in place of
the terms "the Company" and "Parent," respectively.

                In rendering this opinion, we have examined and are relying upon
(without any independent investigation or review thereof) the truth and
accuracy at all relevant times of the statements, covenants, and
representations contained in (i) the Merger Agreement (including the Parent
Disclosure Schedule and the Company Disclosure Schedule thereto), (ii) the
Joint Proxy Statement/Prospectus (which was included in Registration Statement
No. _____, as amended, filed by Sanifill and USA Waste with the Securities and
Exchange Commission (the "Registration Statement")), (iii) certain of the
Company SEC Reports, and (iv) the officers' certificates dated July    , 1996 
which were provided to us by USA Waste and Sanifill and which are attached 
hereto. In addition, we assume that the Merger will be consummated in 
accordance with the Merger Agreement and as described in the Joint Proxy 
Statement/Prospectus. Any inaccuracy in any of the aforementioned statements, 
representations, and assumptions or breach of any of the aforementioned 
covenants could adversely affect our opinion.

                On the basis of and subject to the foregoing and subject to the
limitations set forth below, it is our opinion that, under presently applicable
federal income tax law, the Merger will be a tax-free reorganization within the
meaning of section 368(a)(2)(E) of the Code. As a result, the following U.S.
federal income tax consequences will occur:

   2
Sanifill, Inc.                      -2-


                (a)     No gain or loss will be recognized by Sanifill as a 
        result of the merger of Subsidiary into it.

                (b)     No gain or loss will be recognized by holders of
        Sanifill Common Stock solely upon their receipt in the Merger of USA 
        Waste Common Stock in exchange therefor.

                (c)     The tax basis of the shares of USA Waste Common Stock
        received by a Sanifill stockholder in the Merger (including any 
        fractional share not actually received) will be the same as the tax 
        basis of the Sanifill Common Stock surrendered in exchange therefor.

                (d)     The holding period of the shares of USA Waste Common
        Stock received by a Sanifill stockholder in the Merger will include 
        the holding period of the shares of Sanifill Common Stock surrendered 
        in exchange therefor, provided that such shares of Sanifill Common 
        Stock are held as capital assets at the Effective Time.

                (e)     A cash payment in lieu of a fractional share will be
        treated as if a fractional share of USA Waste Common Stock had been 
        received in the Merger and then redeemed by USA Waste. Such redemption 
        should qualify as a distribution in full payment in exchange for the 
        fractional share rather than as a distribution of a dividend. 
        Accordingly, a Sanifill stockholder receiving cash in lieu of a 
        fractional share will recognize gain or loss upon such payment in an 
        amount equal to the difference, if any, between such stockholder's 
        basis in the fractional share (as described in paragraph (c) above) and 
        the amount of cash received. Such gain or loss will be a capital gain 
        or loss if the Sanifill Common Stock is held as a capital asset at the
        Effective Time.

                Our opinion is based on our interpretation of the Code,
applicable Treasury regulations, judicial authority, and administrative rulings
and practice, all as of the date hereof. There can be no assurance that future
legislative, judicial or administrative changes or interpretations will not
adversely affect the accuracy of the conclusions set forth herein. We do not
undertake to advise you as to any such future changes or interpretations unless
we are specifically retained to do so. Our opinion will not be binding upon the
Internal Revenue Service (the "Service"), and the Service will not be
precluded from adopting a contrary position.

                No opinion is expressed as to any matter not specifically
addressed above including, without limitation, the tax consequences to Sanifill
of the assumption by USA Waste of liability on, or the guarantee by USA Waste
of, Sanifill's 5% convertible subordinated debentures and the tax consequences
of the Merger under any foreign, state, or local tax law. Moreover, tax
consequences which are different from or in addition to those described herein
may apply to Sanifill stockholders who are subject to special treatment under
the U.S. federal income tax laws, such as foreign persons, persons who acquired
their shares in compensatory transactions, and persons who have a contingent


   3
Sanifill, Inc.                       -3-


right to receive additional Sanifill stock as a result of contingency or
earn-out provisions in prior acquisitions by Sanifill.

                Notwithstanding the qualification of the Merger as a tax-free
reorganization, a recipient of USA Waste Common Stock could recognize gain to
the extent that such shares were considered by the Service to be received in
exchange for consideration other than Sanifill Common Stock. All or a portion
of such gain might be taxable as ordinary income. In addition, gain would be
recognized to the extent that a Sanifill stockholder was treated by the Service
as receiving (directly or indirectly) consideration other than USA Waste Common
Stock in exchange for his or her Sanifill Common Stock.

                If the Service successfully challenged the status of the Merger
as a tax-free reorganization, a Sanifill stockholder would recognize gain or
loss in an amount equal to the difference between the stockholder's basis in
his or her shares and the fair market value, as of the Effective Date, of the
USA Waste Common Stock received in exchange therefor. In such event, the
stockholder's basis in the USA Waste Common Stock so received would be equal to
its fair market value as of the Effective Date and the holding period for such
stock would begin on the day after the Effective Date.

                We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. This opinion is being delivered to you solely
for that purpose. It may not be relied upon or used for any other purpose and
may not otherwise be distributed or made available to anyone without our prior
written consent.


                                                Sincerely,



Enclosures




   4





                                                                    ATTACHMENT I



                                 SANIFILL, INC.

                             OFFICER'S CERTIFICATE


         The undersigned officer of Sanifill, Inc., a Delaware corporation (the
"Company"), in connection with the opinions to be delivered by Baker & Botts,
L.L.P. and Andrews & Kurth L.L.P. pursuant to the Agreement and Plan of Merger
by and among the Company, USA Waste Services, Inc., a Delaware corporation
("Parent"), and Quatro Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Parent ("Subsidiary"), dated as of June 22, 1996 (the
"Merger Agreement"), and recognizing that said law firms will rely on this
Certificate in delivering such opinion, hereby certifies that the facts
described in this Officer's Certificate relating to the proposed merger of
Subsidiary with and into the Company (the "Merger") pursuant to the Merger
Agreement and any transactions related thereto are true, correct, and complete
in all respects and will be true, correct, and complete in all respects at the
Effective Time of the Merger, and further certifies as follows (unless
otherwise specified, capitalized terms used herein shall have the meaning
assigned to them in the Merger Agreement):

         1.      I certify to you that I am the ____________________________ of
the Company.  I am familiar with the transactions contemplated by, and the
terms and provisions of, the Merger Agreement, have personal knowledge of the
matters covered by the following representations, and am authorized to make the
following representations on behalf of the Company.

         2.      The fair market value of Parent Common Stock received by each
holder of Company Common Stock (a "Company Stockholder") will be approximately
equal to the fair market value of Company Common Stock exchanged for such
Parent Common Stock in the Merger.

         3.      There is no plan or intention by Company Stockholders who own
5% or more of the Company Common Stock, and, to the best knowledge of the
management of the Company, there is no plan or intention on the part of the
remaining Company Stockholders, to sell, exchange, or otherwise dispose of a
number of shares of Parent Common Stock received in the Merger that would
reduce the Company Stockholders' ownership of Parent Common Stock to a number
of shares having a value, as of the date of the Merger, of less than 50% of the
value of all of the formerly outstanding stock of the Company as of the same
date.  For purposes of this representation, shares of Company Common Stock
exchanged for cash or other property or exchanged for cash in lieu of
fractional shares of Parent Common Stock will be treated as outstanding Company
Common Stock on the date of the Merger.  Moreover, shares of Company Common
Stock and shares of Parent
   5
Common Stock held by Company Stockholders and otherwise sold, redeemed, or
disposed of prior or subsequent to the Merger have been considered in making
this representation.

         4.      Following the Merger, the Company will hold at least 90% of
the fair market value of the net assets and at least 70% of the fair market
value of the gross assets held by the Company immediately prior to the Merger
and at least 90% of the fair market value of the net assets and at least 70% of
the fair market value of the gross assets held by Subsidiary immediately prior
to the Merger.

                 For purposes of this representation, amounts paid by the
Company or Subsidiary to Company Stockholders who receive cash or other
property, amounts used by the Company or Subsidiary to pay reorganization
expenses, and all redemptions and distributions (except for regular, normal
dividends, if any) made by the Company have been included as assets of the
Company or Subsidiary, respectively, immediately prior to the Merger.

         5.      The Company has made no redemptions of stock or distributions
with respect to its stock at any time on or after the date when a possible
business combination of the Company and Parent was first considered.

         6.      The Company has no plan or intention to issue additional
shares of its stock that would result in Parent losing control of the Company.

                 For purposes of this representation and the following
representations, and in accordance with Section 368(c) of the Internal Revenue
Code of 1986, as amended (the "Code"), control means the ownership of stock
possessing at least 80% of the total combined voting power of all classes of
stock entitled to vote and at least 80% of the total number of shares of all
other classes of stock of the corporation.

         7.      Following the Merger, the Company will continue its historic
business or use a significant portion of its historic business assets in a
business.

         8.      The Company and the Company Stockholders will each pay their
respective expenses, if any, incurred in connection with the Merger.  Neither
the Company nor any of the Company Stockholders will pay any expenses of Parent
or Subsidiary incurred in connection with the Merger.

         9.      There is no intercorporate indebtedness existing between
Parent and the Company or between Subsidiary and the Company that was issued,
acquired or will be settled at a discount.

         10.     The only outstanding stock of the Company is Company Common
Stock.  The only outstanding rights to acquire stock from the Company are those
listed in Section 5.2 of the Merger Agreement and in Schedule 5.2 of the
Company Disclosure Schedule.  In the Merger, shares of Company Common Stock
representing control of the Company will be exchanged solely for voting stock
of Parent.





                                     -2-
   6
                 For purposes of this representation, shares of Company Common
Stock exchanged for cash or other property originating with Parent will be
treated as outstanding stock of the Company on the date of the Merger.

         11.     At the Effective Time, the Company will not have outstanding
any warrants, options, convertible securities, or any other type of right
pursuant to which any person could acquire stock in the Company that, if
exercised or converted, would affect Parent's acquisition or retention of
control of the Company.

         12.     The Company is not an investment company.

                 For purposes of this representation, (a) an investment company
means a regulated investment company (as defined in the Code), a real estate
investment trust (as defined in the Code), or a corporation 50% or more of the
value of whose total assets are stock and securities and 80% or more of the
value of whose total assets are assets held for investment, (b) in making the
50% and 80% determinations just described, stock and securities in any
subsidiary corporation shall be disregarded and the parent corporation shall be
deemed to own its ratable share of the subsidiary's assets, and a corporation
shall be considered a subsidiary if the parent owns 50% or more of the combined
voting power of all classes of stock entitled to vote, or 50% or more of the
total value of all classes of stock outstanding, and (c) in determining total
assets there shall be excluded cash and cash items (including receivables),
government securities, and any assets acquired for purposes of ceasing to be an
investment company.

         13.     On the date of the Merger, the fair market value of the assets
of the Company will exceed the sum of its liabilities, plus the amount of
liabilities, if any, to which its assets are subject.

         14.     The Company is not under the jurisdiction of a court in a case
under Title 11 of the United States Code, or a receivership, foreclosure, or
similar proceeding in a Federal or State court.

         15.     Cash payments by Parent or Subsidiary to Company Stockholders
in lieu of fractional shares of Parent Common Stock are solely for the purpose
of avoiding the expense and inconvenience to Parent of issuing fractional
shares and do not represent separately bargained for consideration.  These
payments will not be made pro rata to all Company Stockholders.  The total cash
consideration that will be paid in the transaction to Company Stockholders
instead of issuing fractional shares of Parent Common Stock will not exceed 1%
of the total consideration that will be issued in the transaction to Company
Stockholders in exchange for their shares of Company Common Stock.  The
fractional share interests of each Company Stockholder will be aggregated, and
no Company Stockholder will receive cash in an amount equal to or greater than
the value of one full share of Parent Common Stock.

         16.     None of the compensation received by any shareholder-employees
of the Company will be separate consideration for, or allocable to, any of
their shares of Company Common Stock; none of the shares of Parent Common Stock
received by any shareholder-employees will be separate





                                     -3-
   7
consideration for, or allocable to, any employment agreement; and the
compensation paid to any shareholder-employees will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's-length for similar services.

         17.     The business reasons for consummating the Merger are set forth
on pages __-__ of the Joint Proxy Statement/Prospectus.

                                       SANIFILL, INC.


                                        ----------------------------------------
Dated: July __, 1996               Name:
                                   Title:




                                     -4-
   8





                                                                   ATTACHMENT II



                            USA WASTE SERVICES, INC.
                                      AND
                            QUATRO ACQUISITION CORP.

                             OFFICER'S CERTIFICATE


         The undersigned officers of USA Waste Services, Inc., a Delaware
corporation ("Parent"), and Quatro Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Parent ("Subsidiary"), in connection with the
opinions to be delivered by Baker & Botts, L.L.P. and Andrews & Kurth L.L.P.
pursuant to the Agreement and Plan of Merger by and among Sanifill, Inc., a
Delaware corporation (the "Company"), Subsidiary and Parent, dated as of June
22, 1996 (the "Merger Agreement"), and recognizing that said law firms will
rely on this Certificate in delivering such opinions, hereby certify that the
facts described in this Officer's Certificate relating to the proposed merger
of Subsidiary with and into the Company (the "Merger") pursuant to the Merger
Agreement and any transactions related thereto are true, correct, and complete
in all respects and will be true, correct, and complete in all respects at the
Effective Time of the Merger, and further certify as follows (unless otherwise
specified, capitalized terms used herein shall have the meaning assigned to
them in the Merger Agreement):

         1.      I certify to you that I am the ______________________________
of Parent and Subsidiary.  I am familiar with the transactions contemplated by,
and the terms and provisions of, the Merger Agreement, have personal knowledge
of the matters covered by the representations made herein, and I am authorized
to make these representations on behalf of Parent and Subsidiary.

         2.      The fair market value of Parent Common Stock received by each
holder of Company Common Stock (a "Company Stockholder") will be approximately
equal to the fair market value of Company Common Stock exchanged for such
Parent Common Stock in the Merger.

         3.      Following the Merger, the Company will hold at least 90% of
the fair market value of the net assets and at least 70% of the fair market
value of the gross assets held by the Company immediately prior to the Merger
and at least 90% of the fair market value of the net assets and at least 70% of
the fair market value of the gross assets held by Subsidiary immediately prior
to the Merger.

                 For purposes of this representation, amounts paid by the
Company or Subsidiary to Company Stockholders who receive cash or other
property, amounts used by the Company or Subsidiary to pay reorganization
expenses, and all redemptions and distributions (except for regular, normal
dividends, if any) made by the Company have been included as assets of the
Company or Subsidiary, respectively, immediately prior to the Merger.
   9
         4.      Prior to the Merger, Parent will own 100 percent of the stock
of Subsidiary and therefore will be in control of Subsidiary.

                 For purposes of this representation and the following
representations, and in accordance with Section 368(c) of the Internal Revenue
Code of 1986, as amended (the "Code"), control means the ownership of stock
possessing at least 80% of the total combined voting power of all classes of
stock entitled to vote and at least 80% of the total number of shares of all
other classes of stock of the corporation.

         5.      Parent has no plan or intention to cause the Company to issue
additional shares of its stock that would result in Parent losing control of
the Company.

         6.      Parent has no plan or intention to reacquire any of the stock
issued in the Merger.

         7.      Parent has no plan or intention to liquidate the Company, to
merge the Company with or into another corporation, to sell or otherwise
dispose of the stock of the Company (except for transfers of stock to
corporations controlled by Parent), or to cause the Company to sell or
otherwise dispose of its assets or any assets acquired from Subsidiary, except
for dispositions made in the ordinary course of business or transfers of assets
to corporations controlled by the Company.

         8.      Subsidiary will have no liabilities assumed by the Company,
and will not transfer to the Company any assets subject to liabilities, in the
Merger.

         9.      Following the Merger, Parent will cause the Company to
continue, and the Company will continue, the historic business of the Company
or use a significant portion of the Company's historic business assets in a
business.

         10.     Parent and Subsidiary will pay their respective expenses, if
any, incurred in connection with the Merger.  Neither Parent, Subsidiary nor
any of their affiliates will pay expenses of the Company or the Company
Stockholders incurred in connection with the Merger.

         11.     There is no intercorporate indebtedness existing between
Parent and the Company or between Subsidiary and the Company that was issued,
acquired, or will be settled at a discount.

         12.     In the Merger, shares of the common stock of Company
representing control of the Company will be exchanged solely for voting stock
of Parent.

                 For purposes of this representation, shares of stock of the 
Company exchanged for cash or other property originating with Parent will be 
treated as outstanding stock of the Company on the date of the Merger.

         13.     Parent does not own, nor has it owned during the past five
years, any shares of stock of the Company.





                                     -2-
   10
         14.     Neither Parent nor Subsidiary is an investment company.

                 For purposes of this representation, (a) an investment company
means a regulated investment company (as defined in the Code), a real estate
investment trust (as defined in the Code) or a corporation 50% or more of the
value of whose total assets are stock and securities and 80% or more of the
value of whose total assets are assets held for investment, (b) in making the
50% and 80% determinations just described, stock and securities in any
subsidiary corporation shall be disregarded and the parent corporation shall be
deemed to own its ratable share of the subsidiary's assets, and a corporation
shall be considered a subsidiary if the parent owns 50% or more of the combined
voting power of all classes of stock entitled to vote, or 50% or more of the
total value of all classes of stock outstanding, and (c) in determining total
assets there shall be excluded cash and cash items (including receivables),
government securities, and any assets acquired for purposes of ceasing to be an
investment company.

         15.     Cash payments by Parent or Subsidiary to Company Stockholders
in lieu of fractional shares of Parent Common Stock are solely for the purpose
of avoiding the expense and inconvenience to Parent of issuing fractional
shares and do not represent separately bargained for consideration.  These
payments will not be made pro rata to all Company Stockholders.  The total cash
consideration that will be paid in the transaction to Company Stockholders
instead of issuing fractional shares of Parent Common Stock will not exceed 1%
of the total consideration that will be issued in the transaction to Company
Stockholders in exchange for their shares of Company Common Stock.  The
fractional share interests of each Company Stockholder will be aggregated, and
no Company Stockholder will receive cash in an amount equal to or greater than
the value of one full share of Parent Common Stock.

         16.     None of the compensation received by any shareholder-employees
of the Company will be separate consideration for, or allocable to, any of
their shares of Company Common Stock; none of the shares of Parent Common Stock
received by any shareholder-employees will be separate consideration for, or
allocable to, any employment agreement; and the compensation paid to any
shareholder-employees will be for services actually rendered and will be
commensurate with amounts paid to third parties bargaining at arm's-length for
similar services.

         17.     Parent's business reasons for consummating the Merger are set
forth on pages __-__ of the Joint Proxy Statement/Prospectus.

                                      USA WASTE SERVICES, INC.


Dated: July__, 1996                   ------------------------------------------
                                 Name: 
                                 Title:





                                     -3-
   11
                                      QUATRO ACQUISITION CORP.



Dated: July __, 1996                  ------------------------------------------
                                 Name: 
                                 Title:





                                     -4-

   1

                                                                    EXHIBIT 10.1

                                   AGREEMENT


                 This Agreement (this "Agreement") is entered into this 21st
day of June, 1996, between USA Waste Services, Inc., a Delaware corporation
(the "Company"), Donald F. Moorehead, Jr. and John E. Drury (Donald F.
Moorehead, Jr. and John E. Drury are referred to collectively herein as the
"Company Shareholders"); John G. Rangos, Sr., John G. Rangos, Jr., Alexander
W. Rangos (John G. Rangos, Sr., John G. Rangos, Jr. and Alexander W. Rangos are
referred to collectively herein as the "Rangos Family Members") and John Rangos
Development Corporation, Inc., a Pennsylvania corporation ("Rangos
Development," and together with the Rangos Family Members, the "Rangos
Shareholders").


                                    RECITALS

                 The parties hereto are parties to a Shareholders Agreement
dated December 18, 1995 among the parties hereto (the "Shareholders
Agreement").

                 The Company intends to enter into an Agreement and Plan of
Merger on or about the date hereof (the "Merger Agreement") with Quatro
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the
Company ("Acquisition'), and Sanifill, Inc., a Delaware corporation
("Sanifill"), providing for the merger of Acquisition with and into Sanifill
(the "Merger"), with Sanifill being the surviving corporation and becoming a
subsidiary of the Company.

                 In consideration of the foregoing and the respective covenants
and agreements set forth in this Agreement, the Company, the Company
Shareholders and the Rangos Shareholders agree as follows:

SECTION 1        TERMINATION OF SHAREHOLDERS AGREEMENT.

                 The Company, the Company Shareholders and the Rangos
Shareholders hereby agree to terminate the Shareholders Agreement in its
entirety as of the date hereof.

SECTION 2        BOARD OF DIRECTORS OF THE COMPANY.

                 (a)      At the annual meeting of shareholders of the Company
to be held in 1997 for the election of directors, the Company and the Company
Shareholders shall use their best efforts to cause John G. Rangos, Sr. to be
nominated for election and elected as a director in the class of 
   2
directors whose terms will expire in 2000; provided, however, that John G.
Rangos, Sr. agrees not to seek reelection to the Board of Directors at any time
after the Company's Annual Meeting of Shareholders in 1997.


                 (b)      Upon the consummation of the Merger, the Company, the
Company Shareholders and the Rangos Shareholders shall use their best efforts
to cause the Board of Directors of the Company to consist of twelve directors,
three of whom are to be designated by Sanifill pursuant to the Merger
Agreement.

SECTION 3        EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY.

                 The Company and the Company Shareholders agree that all times
that either John G. Rangos, Sr. or Alexander W. Rangos is a director of the
Company they shall use their best efforts to establish and maintain an
Executive Committee of the Board of Directors and to cause the Executive
Committee to include each of them, but only so long as they remain directors.

SECTION 4        RANGOS DEVELOPMENT MERGER.

                 The Company, the Company Shareholders and the Rangos
Shareholders shall use their best efforts to cause a merger of Rangos
Development with and into the Company at the request of Rangos Development at
any time after Rangos Development shall have obtained an opinion of counsel to
the effect that such merger should qualify as a tax free reorganization under
Section 368 of the Internal Revenue Code; provided, however, that the Company
may postpone such merger if, and for so long as, it shall have been advised by
its independent public accountants that consummation of such merger would
prevent a pending transaction to which the Company is a party from being
treated as a pooling of interests for accounting purposes. The aggregate
number of shares of Common Stock to be issued by the Company in such merger to
the shareholders of Rangos Development shall equal the number of shares of
Common Stock held by Rangos Development immediately prior to the time such
merger is consummated.

SECTION 5        AGREEMENTS OF THE COMPANY.

                 (a)      The Company agrees to register all shares of Common
Stock held by the Rangos Shareholders as of the date hereof or hereafter
acquired upon the exercise of any warrant issued pursuant to Section 5(c) of
this Agreement, on the terms and conditions set forth in Exhibit A attached 





                                      -2-
   3
to the Memorandum of Understanding dated December 18, 1995 by and between the
Rangos Family Members and the Company; provided, however, that at no time shall
more than 4,000,000 shares of Common Stock be so registered; and provided
further, however, that such agreement to register shall terminate on the
earlier of December 18, 2000, the date on which the Rangos Shareholders may
sell all of the shares of Common Stock then owned by them pursuant to Rule 144
without any volume restrictions, or the date on which the number of shares so
owned is less than 1% of the total number of shares of Common Stock then
outstanding.  At any time the number of shares of Common Stock so registered
and unsold falls below 2,000,000, the Rangos Shareholders shall be entitled at
their request to have the Company register additional shares of Common Stock;
provided, however, that at no time shall more than 4,000,000 shares of Common   
Stock be registered.

                 (b)     The Company agrees to pay to the Rangos Shareholders 
within 15 days of the date hereof $40,000 to be used to pay the expenses
incurred by them and to compensate them for their own efforts in connection
with the negotiation, preparation, execution and delivery of this Agreement.

                 (c)      The Company agrees to issue on the date hereof
transferable warrants to purchase shares of Common Stock at an initial exercise
price of $29 per share in the forms attached as Exhibits A, B and C hereto to
John G. Rangos, Sr., John G. Rangos, Jr. and Alexander W. Rangos, respectively,
all as consideration for the Rangos Shareholders' entering into this Agreement.

                 (d)      The Company and Alexander W. Rangos agree that if for
any reason he ceases to be a member of the Board of Directors of the Company,
the restrictions contained in Section 6 of the Employment Agreement dated as of
June 30, 1995 between the Company and him shall thereupon terminate.

SECTION 6        NOTICE.

                 All notices called for under this Agreement must be in writing
and will be deemed given if:

                 (1)      delivered personally;

                 (2)      delivered by facsimile transmission and receipt is
                          acknowledged verbally or electronically;

                 (3)      telexed; or





                                      -3-
   4
                 (4)      mailed by registered or certified mail (return
                          receipt requested), postage prepaid);

to the parties to this Agreement at the following addresses (or at such other
address for a party as is specified by like notice; provided that notices of a
change of address will be effective only upon receipt of the notice):

To the Company or the Company Shareholders:

                 USA Waste Services, Inc.  
                 5400 LBJ Freeway 
                 Suite 300 - Tower One
                 Dallas, Texas  75240 

                 Attention:  General Counsel


         To the Rangos Shareholders:

                 John G. Rangos, Jr.  
                 4918 Route 910 
                 Allison Park, Pennsylvania 15101

SECTION 7        SEVERABILITY.

                 If any provision of this Agreement is held invalid, such
invalidity will not affect any other provision of the Agreement that can be
given effect without the invalid provision, and to this end, the provisions of
this Agreement are separable.

SECTION 8        ASSIGNMENT.

                 This Agreement will bind and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but the
rights of the Rangos Shareholders may not be assigned to any person other than
affiliates of the Rangos Shareholders.

SECTION 9        AMENDMENT.

                 This Agreement may be modified only by a written instrument
duly executed by all parties to the Agreement and compliance with any provision
or condition contained in this Agreement, or the obtaining of any consent
provided for in this Agreement, may be waived only by written instrument duly
executed by the party to be bound by such waiver.






                                      -4-
   5
SECTION 10       GOVERNING LAW.

                 The rights of the parties arising under this Agreement shall
be construed and enforced under the laws of the State of Delaware without
giving effect to any choice of law or conflict of law rules.

SECTION 11       COUNTERPARTS.

                 This Agreement may be executed in two or more counterparts,
each of which will be deemed an original but all of which will constitute one
and the same instrument.

SECTION 12       BEST EFFORTS OBLIGATIONS.

                 For purposes of this Agreement, the term "best efforts" shall,
(i) with respect to the Company Shareholders and the Rangos Shareholders,
require such persons to take all lawful action in their capacities as members
of the Board of Directors and with respect to the voting of the shares of
Common Stock held by such persons, and (ii) with respect to the Company, the
Company Shareholders and the Rangos Shareholders, require such person to
refrain from taking any action which could reasonably be expected to frustrate 
the purposes intended to be accomplished by the best efforts obligations 
provided herein.






                                      -5-
   6
                 IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth in the first paragraph of this Agreement.

                                       USA WASTE SERVICES, INC.
                                       
                                       
                                       By:  /s/ EARL E. DEFRATES
                                          --------------------------------------
                                          Earl E. DeFrates
                                          Executive Vice President
                                       
                                       
                                            /s/ JOHN G. RANGOS, SR.
                                          --------------------------------------
                                          John G. Rangos, Sr.
                                       
                                       
                                            /s/ JOHN G. RANGOS, JR.
                                          --------------------------------------
                                          John G. Rangos, Jr.
                                       
                                       
                                            /s/ ALEXANDER W. RANGOS 
                                          --------------------------------------
                                          Alexander W. Rangos
                                       
                                       
                                       
                                       JOHN RANGOS DEVELOPMENT CORPORATION, INC.


                                       By:  /s/ ALEXANDER W. RANGOS
                                          --------------------------------------


                                            /s/ DONALD F. MOOREHEAD, JR. 
                                          --------------------------------------
                                          Donald F. Moorehead, Jr.


                                            /s/ JOHN E. DRURY
                                          --------------------------------------
                                          John E. Drury





                                     -6-
   7


                                                                    EXHIBIT A


      THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
      OR THE LAWS OF ANY STATE.  IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
      UNLESS IT IS REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
      LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

                                   WARRANT

                         to Purchase Common Stock of

                          USA WASTE SERVICES, INC.

                          Expiring on June 21, 2004

                 THIS IS TO CERTIFY THAT, for value received, USA WASTE
SERVICES, INC., a Delaware corporation (the "Company"), hereby grants to JOHN
G. RANGOS, SR. (together with any registered transferees under Article 2
hereof, the "Holder"), a Warrant to purchase 300,000 shares of the duly
authorized, validly issued, fully paid and nonassessable shares (the "Warrant
Shares") of Common Stock, $.01 par value, of the Company (the "Common Stock"),
at a purchase price per share of $29.00 (as adjusted pursuant to the terms of
this Warrant, the "Exercise Price"), and to exercise the other appurtenant
rights, powers and privileges hereinafter set forth.  The number of Warrant
Shares purchasable hereunder and the Exercise Price are subject to adjustment
in accordance with Article 4 hereof. This Warrant shall expire at 5:00 p.m.,
Dallas, Texas time on June 21, 2004.

                 1.       Exercise of Warrant

                 1.1      Exercisability.  This Warrant may be exercised as to
(i) an aggregate of  75,000 Warrant Shares as a whole or in part from time to
time commencing on June 21, 1997; (ii) an aggregate of 150,000 Warrant Shares
as a whole or in part from time to time commencing on June 21, 1998; (iii) an
aggregate of 225,000 Warrant Shares as a whole or in part from time to time
commencing on June 21, 1999; and (iv) and an aggregate of 300,000 Warrant
Shares as a whole or in part from time to time commencing on June 21, 2000;
provided, however, that this Warrant shall immediately become exercisable as to
all 300,000 of the Warrant Shares covered hereby in the event of a Change in
Control of the Company (as such term is defined in Section 5(a) hereof).  All
numbers of shares referred to herein shall be subject to adjustment in
accordance with Article 4 hereof.

                 1.2      Exercise of Right to Purchase.  To exercise this
Warrant, the Holder shall deliver to the Company, at the Warrant Office
designated in Section 2.1, (a) a written notice in the form of the Subscription
Notice attached as Exhibit A hereto, stating therein the election of the Holder
to exercise this Warrant in the manner provided in the Subscription Notice, (b)
payment in full of the Exercise Price (in the manner described below) for all
Warrant Shares purchased hereunder, and (c) this Warrant.  This Warrant shall 
be deemed to be exercised on the date of receipt by the Company of the 
Subscription Notice, accompanied by payment for the Warrant Shares and 
surrender of this Warrant, as aforesaid, and such date is referred to herein 
as the "Exercise Date".  Upon such exercise (subject as aforesaid), the 
Company shall issue and deliver to such holder a certificate for the full 
number of the Warrant Shares purchased by such holder a






   8

                                                                      EXHIBIT A

certificate for the full number of the Warrant Shares purchased by such holder
hereunder, against the receipt by the Company of the total Exercise Price
payable hereunder for all the Warrant Shares so purchased, and if this Warrant
is being exercised in part only, a new certificate representing the unexercised
portion of this Warrant.  The person in whose name the certificate(s) for
Common Stock is to be issued shall be deemed to have become a holder of record
of such Common Stock on the Exercise Date.

                 1.3      Conversion Rights.  In lieu of the exercise of this
Warrant, in whole or in part, pursuant to Section 1.2 hereof, the Holder may,
as to any Warrant Shares then issuable thereunder as to which the Holder wishes
to exercise his rights under this Section 1.3 (the "Conversion Shares"), elect
instead to convert his right to purchase such Conversion Shares pursuant to
Section 1.2 into a number of shares of Common Stock equal to (a) the product of
the number of the Conversion Shares times the excess, if any, of (i) the Market
Price Per Share (as determined pursuant to Section 5(b) hereof) as of the date
of exercise of such conversion right over (ii) the Exercise Price, divided by
(b) the Market Price Per Share as of the date of exercise of such conversion
right.  In order to exercise such conversion privilege, the Holder shall
surrender to the Company, at its offices, this Warrant accompanied by a duly
completed Notice of Conversion in the form attached hereto as Exhibit B.  This
Warrant (or so much thereof as shall have been surrendered for conversion)
shall be deemed to have been converted immediately prior to the close of
business on the day of surrender of such Warrant for conversion in accordance
with the foregoing provisions (the "Conversion Date").  As promptly as
practicable on or after the conversion date, the Company shall issue and shall
deliver to the Holder (i) a certificate or certificates representing the number
of shares of Common Stock to which the Holder shall be entitled as a result of
the conversion, and (ii) if this Warrant is being converted in part only, a new
certificate representing the unconverted portion of this Warrant.

                 1.4      Fractional Shares.  In lieu of any fractional shares
of Common Stock which would otherwise be issuable upon exercise of this
Warrant, the Company shall issue a certificate for the next higher number of
whole shares of Common Stock for any fraction of a share which is one-half or
greater.  No shares will be issued for less than one- half of a share of Common
Stock.

                 2.       Warrant Office:  Transfer

                 2.1      Warrant Office.  The Company shall maintain an office
for certain purposes specified herein (the "Warrant Office"), which office
shall initially be the Company's office at 5400 LBJ Freeway, Tower One, Suite
300, Dallas, Texas 75240 and may subsequently be such other office of the
Company as may be set forth on the cover of the most recent quarterly or annual
report filed by the Company under the Exchange Act (as hereinafter defined) or
of any transfer agent of the Common Stock in the continental United States as
to which written notice has previously been given to the Holder.  The Company
shall maintain, at the Warrant Office, a register for this Warrant, in which
the Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each permitted 
assignee of the rights of the registered owner hereof.




                                     -2-
   9

                                                                      EXHIBIT A

                 2.2      Ownership of Warrant.  The Company may deem and treat
the person in whose name this Warrant is registered as the holder and owner
hereof (notwithstanding any notations of ownership or writing hereon made by
anyone other than the Company) for all purposes and shall not be affected by
any notice to the contrary, until presentation of this Warrant for registration
of transfer as provided in this Article 2.

                 2.3      Transfer of Warrants.  The Company agrees to maintain
at the Warrant Office books for the registration and transfer of this Warrant.
Subject to the restrictions on transfer of Warrants set forth in Section 2.4
hereof, the Company, from time to time, shall register the transfer of this
Warrant in such books upon surrender of this Warrant at the Warrant Office
properly endorsed or accompanied by appropriate instruments of transfer (with
an appropriate signature guarantee or medallion from an eligible guarantor
institution, as such term is defined in the Exchange Act and/or the regulations
thereunder) and written instructions for transfer satisfactory to the Company.
Upon any such transfer, a new Warrant shall be issued to the transferee and the
surrendered Warrant shall be canceled by the Company.  The Company shall pay
all taxes (other than securities transfer taxes) and all other expenses and
charges payable in connection with the transfer of Warrants pursuant to this
Section 2.3.

                 2.4      Restrictions on Transfer.  The registered holder of
this Warrant, by acceptance hereof, agrees that prior to any transfer of this
Warrant to Holder will deliver to the Company notice of the proposed transferee
and a signed copy of the opinion of the Holder's counsel, or such other counsel
as shall be acceptable to the Company, as to the necessity or non-necessity for
registration under the Securities Act of 1933, as amended (the "Securities
Act") and any applicable state securities or blue sky laws in connection with
such exercise or such transfer.  The following provisions shall then apply:

                 (a)      If, in the opinion of the Holder's counsel, concurred
         in by counsel to the Company, the proposed transfer of this Warrant
         may be effected without registration under the Securities Act and any
         applicable state securities or blue sky laws, then the Holder shall be
         entitled to transfer this Warrant in accordance with the notice
         delivered by the Holder to the Company.

                 (b)      If, in the opinion of said counsel, concurred in by
         counsel to the Company, the proposed transfer of this Warrant may not
         be effected without registration under the Securities Act and any
         applicable state securities or blue sky laws, the Holder shall not be
         entitled to transfer this Warrant unless and until such registration
         is effected or until the opinion contemplated by paragraph (a), above,
         can be delivered.

                 2.5      Expenses of Delivery of Warrants.  The Company shall
pay all expenses, taxes (other than taxes on the income of the Holder) and
other charges payable in connection with the preparation, issuance and delivery
of Warrants and related Warrant Shares hereunder.





                                      -3-
   10

                                                                      EXHIBIT A

                 3.       Reservation of Shares

                 The Company covenants that it will at all times reserve and
keep available out of its treasury common stock or authorized but unissued
Common Stock, solely for the purpose of issue upon exercise of this Warrant,
such number of shares of Common Stock as shall then be issuable upon the
exercise in full of this Warrant.  The Company covenants that all Warrant
Shares which shall be issuable upon exercise of the Warrant shall be duly and
validly issued and fully paid and non-assessable and free from all taxes, liens
and charges with respect to the issue thereof, and that upon issuance such
shares shall be listed on each national securities exchange, if any, on which
the other shares of outstanding Common Stock are then listed.

                 4.       Adjustment of Purchase Price and Number of Shares 
Deliverable

                 4.1      The number of Warrant Shares purchasable upon the
exercise of this Warrant and the Exercise Price hereof shall be subject to
adjustment as follows:

                 (a)      In case the Company shall (i) pay a dividend in
         shares of Common Stock or make a distribution in shares of Common
         Stock, (ii) subdivide its outstanding shares of Common Stock through
         stock split or otherwise, (iii) combine its outstanding shares of
         Common Stock into a smaller number of shares of Common Stock, or (iv)
         issue in connection with any reorganization, or by reclassification of
         its shares of Common Stock, other securities of the Company (including
         any such reorganization or reclassification in connection with a
         consolidation or merger in which the Company is the continuing
         corporation), the number of Warrant Shares purchasable upon exercise
         of this Warrant immediately prior thereto shall be adjusted so that
         the Holder shall be entitled to receive the kind and number of Warrant
         Shares or other securities of the Company which such Holder would have
         owned or have been entitled to receive after the happening of any of
         the events described above, had this Warrant been exercised
         immediately prior to the happening of such event or any record date
         with respect thereto.  An adjustment made pursuant to this paragraph
         (a) shall become effective retroactively as of the record date of such
         event.

                 (b)      In case the Company shall issue rights, options or
         warrants or securities convertible into Common Stock to the holders of
         its Common Stock generally, entitling them (for a period expiring
         within 45 days after the record date mentioned below in this paragraph
         (b)) to subscribe for or purchase shares of Common Stock at a price
         per share which (together with the value of the consideration, if any,
         paid for such rights, options, warrants or convertible securities) is
         lower at the record date mentioned below than the then Market Price
         Per Share of Common Stock, the number of Warrant Shares thereafter
         purchasable upon the exercise of this Warrant shall be determined by
         multiplying the number of Warrant Shares immediately theretofore
         purchasable upon exercise of this Warrant by a fraction, of which the
         numerator shall be the number of shares of Common Stock outstanding on
         such record date plus the number of additional shares of Common Stock
         offered for subscription or purchase, and of which the denominator
         shall be the number of shares of Common Stock outstanding on such
         record date plus the number of shares which the aggregate offering
         price 




                                      -4-
   11

                                                                      EXHIBIT A

         of the total number of shares of Common Stock so offered would
         purchase at the then Market Price Per Share of Common Stock.  Such
         adjustment shall be made whenever such rights, options, warrants or
         convertible securities are issued, and shall become effective
         retroactively as of the record date for the determination of
         shareholders entitled to receive such rights, options, warrants or
         convertible securities.

                 (c)      In case the Company shall distribute to the holders
         of its Common Stock generally, or the holders of its Common Stock
         generally shall otherwise become entitled to receive, shares of
         capital stock of the Company (other than dividends or distributions on
         its Common Stock referred to in paragraph (a) above), evidences of its
         indebtedness or rights, options, warrants or convertible securities
         providing the right to subscribe for or purchase any shares of the
         Company's capital stock or evidences of its indebtedness (other than
         any rights, options, warrants or convertible securities referred to in
         paragraph (b), above), then in each case the number of Warrant Shares
         thereafter purchasable upon the exercise of this Warrant shall be
         determined by multiplying the number of Warrant Shares theretofore
         purchasable upon the exercise of this Warrant, by a fraction, of which
         the numerator shall be the then Market Price Per Share of Common Stock
         on the record date mentioned below in this paragraph (c), and of which
         the denominator shall be the then Market Price Per Share of Common
         Stock on such record date, less the then fair value (as determined by
         the Board of Directors of the Company, in good faith) of the portion
         of the shares of the Company's capital stock (other than dividends or
         distributions on its Common Stock referred to in paragraph (a) above),
         evidences of indebtedness, or rights, options, warrants or convertible
         securities, distributable with respect to each share of Common Stock.
         Such adjustment shall be made whenever any such distribution is made,
         and shall become effective retroactively as of the record date for the
         determination of shareholders entitled to receive such distribution.

                 (d)      In the event of any capital reorganization or any
         reclassification of the capital stock of the Company (other than a
         reorganization or reclassification referred to in paragraph (a) above)
         or in case of the consolidation or merger of the Company with another
         corporation (other than a consolidation or merger in which the Company
         is the surviving corporation), or in the case of any sale, transfer or
         other disposition to another corporation of all or substantially all
         the properties and assets of the Company in which holders of Common
         Stock receive securities or property, the Holder shall thereafter be
         entitled to purchase (and it shall be a condition to the consummation
         of any such reorganization, reclassification, consolidation, merger,
         sale, transfer or other disposition that appropriate provisions shall
         be made so that such Holder shall thereafter be entitled to purchase)
         the kind and amount of shares of stock and other securities and
         property (including cash) receivable in such transaction which this
         Warrant entitled the Holder to purchase immediately prior to such
         reorganization, reclassification, consolidation, merger, sale,
         transfer or other disposition; and in any such case appropriate
         adjustments shall be made in the application of the provisions of this
         Article 4 with respect to rights and interest thereafter of the Holder
         under this Warrant to the end that the provisions of this Article 4
         shall thereafter be applicable, as near as reasonably may be, in
         relation to any shares or other property thereafter purchasable upon
         the exercise of this Warrant.  The provisions of this Section 4.1(d)
         shall similarly apply to





                                      -5-
   12

                                                                      EXHIBIT A

         successive reorganizations, reclassifications, consolidations,
         mergers, sales, transfers or other dispositions.

                 (e)      With respect to any adjustment in the number of
         Warrant Shares issuable and/or the Exercise Price under Sections
         4.1(b), (c), (d) or (g) resulting from the issuance or distribution of
         any rights, options, warrants or convertible securities providing for
         the right to purchase or subscribe for Common Stock of the Company
         ("Common Stock Equivalents"):

                         (i)      no further adjustment of the number of
                 Warrant Shares issuable or the Exercise Price will be made
                 upon the subsequent issue or sale of, the exercise of, or the
                 conversion or exchange of, such Common Stock;

                        (ii)      if such Common Stock Equivalents by their
                 terms provide, with the passage of time or otherwise, for any
                 increase or decrease in the consideration payable to the
                 Company, or increase or decrease in the number of shares of
                 Common Stock issuable upon the exercise, conversion, or
                 exchange of such Common Stock Equivalent (by change of rate or
                 otherwise), the number of Warrant Shares issuable pursuant to
                 this Warrant and the Exercise Price computed upon original
                 issuance or distribution (or upon the occurrence of the record
                 date with respect thereto), and any subsequent adjustments
                 based on the existence of such Common Stock Equivalent will,
                 as to any Warrant Shares remaining unissued upon any such
                 increase or decrease becoming effective, be recomputed to
                 reflect such increase or decrease or any change in the rights
                 of conversion or exchange under such Common Stock Equivalents
                 that are outstanding at such time;

                       (iii)      upon the expiration (or purchase by the
                 Company and cancellation or retirement) of any such Common
                 Stock Equivalent that has not been exercised or the expiration
                 of any rights of conversion or exchange under any such Common
                 Stock Equivalent that (or purchase by the Company and
                 cancellation or retirement of any such Common Stock Equivalent
                 the rights of conversion or exchange under which) have not
                 been exercised, the number of Warrant Shares issuable pursuant
                 to this Warrant and the Exercise Price computed upon the
                 original issuance or distribution of such Common Stock
                 Equivalent (or upon the occurrence of the record date with
                 respect thereto), and any subsequent adjustments based on the
                 existence of such Common Stock Equivalent, will, as to any
                 Warrant Shares remaining unissued upon such expiration (or
                 such cancellation or retirement, as the case may be), be
                 recomputed as if the only shares of Common Stock issued or
                 sold were the shares of Common Stock, if any, actually issued
                 or sold upon the exercise of such rights, options or warrants
                 or the conversion or exchange of such convertible securities
                 and the consideration received therefor was the consideration
                 actually received by the Company for the issuance or
                 distribution of all such rights, options or warrants, whether
                 or not exercised, plus the consideration actually received by
                 the Company upon such exercise, or for the issuance or
                 distribution of all such convertible securities 





                                      -6-
   13

                                                                      EXHIBIT A

                 that were actually converted or exchanged, plus the additional
                 consideration, if any, actually received by the Company upon
                 such conversion or exchange;

                        (iv)      no readjustment pursuant to clause (ii) or
                 (iii) above will have the effect of increasing the Exercise
                 Price by an amount in excess of the amount of the adjustment
                 of the Exercise Price originally made in respect of the
                 issuance or distribution of such Common Stock Equivalents; and

                         (v)      in the case of any such rights, options or
                 warrants that expire by their terms not more than 60 days
                 after the date of their issuance or distribution, no
                 adjustment of the Exercise Price will be made until the
                 expiration or exercise of all such rights, options or
                 warrants, whereupon such adjustment shall be made in the
                 manner provided in clause (iii) above.

                 (f)      For avoidance of doubt, any adjustment pursuant to
         this Section 4.1 shall be apportioned ratably among all unissued
         Warrant Shares issuable pursuant to this Warrant.

                 (g)      Whenever the number of Warrant Shares purchasable
         upon the exercise of this Warrant is adjusted, as provided in this
         Section 4.1, the Exercise Price payable upon exercise of this Warrant
         shall be adjusted by multiplying such Exercise Price immediately prior
         to such adjustment by a fraction, of which the numerator shall be the
         number of Warrant Shares purchasable upon the exercise of each Warrant
         immediately prior to such adjustment, and of which the denominator
         shall be the number of Warrant Shares so purchasable immediately
         thereafter.

                 4.2      In the event the Company shall declare a dividend, or
make a distribution to the holders of its Common Stock generally, whether in
cash, property or assets of any kind, including any dividend payable in stock
or securities of any other issuer owned by the Company (excluding regularly
payable cash dividends declared from time to time by the Company's Board of
Directors or any dividend or distribution referred to in Section 4.1(a) or (c)
above), the Exercise Price shall be reduced, without any further action by the
parties hereto, by the Per Share Value (as hereinafter defined) of the
dividend.  For purposes of this Section 4.2, the "Per Share Value" of a cash
dividend or other distribution shall be the dollar amount of the distribution
on each share of Common Stock and the "Per Share Value" of any dividend or
distribution other than cash shall be equal to the fair market value of such
non-cash distribution on each share of Common Stock as determined in good faith
by the Board of Directors of the Company.

                 4.3      No adjustment in the number of Warrant Shares
purchasable under this Warrant, or in the Exercise Price thereof, shall be
required unless such adjustment would require an increase or decrease of at
least $.10 in the Exercise Price; provided, however, that any adjustments which
by reason of this Section 4.3 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All final results
of adjustments to the Exercise Price and the number of Warrant Shares shall 
be rounded to the nearest cent or the nearest one thousandth of a share, as 
the case may be.  Anything in this Section 4 to the contrary notwithstanding, 
the Company 







                                      -7-
   14

                                                                      EXHIBIT A

shall be entitled, but shall not be required, to make such changes in the
number of Warrant Shares purchasable upon the exercise of this Warrant, or in
the Exercise Price, in addition to those required by such Section, as in its
discretion shall determine to be advisable in order that any event referred to
in Section 4.1 or 4.2 of this Agreement shall not result in any tax to the
holders of its Common Stock or securities convertible into Common Stock,
provided that the Holder is not otherwise prejudiced by such changes.

                 4.4      Whenever the number of Warrant Shares purchasable
upon the exercise of this Warrant and/or the Exercise Price is adjusted, as
herein provided, the Company shall mail to the Holder, at the address of the
Holder shown on the books of the Company, a notice of such adjustment or
adjustments, prepared and signed by the Chief Financial Officer or Secretary of
the Company, which sets forth the number of Warrant Shares purchasable upon the
exercise of this Warrant and the Exercise Price after such adjustment, together
with a brief statement of the facts requiring such adjustment and the
computation by which such adjustment was made.

                 4.5      If at any time prior to the expiration of this
Warrant and prior to its exercise any event referred to in Section 4.1 or 4.2
of this Agreement occurs which has an effect on the Exercise Price or the kind
and amount of the shares of stock or other securities or property deliverable
upon exercise of this Warrant (each such event hereinafter being referred to as
a "Notification Event"), the Company shall cause to be mailed to the Holder not
less than 20 days prior to the record date, if any, in connection with such
Notification Event (or such other date as such notice is given to the holders
of Common Stock generally; provided, however, that if there is no record date,
or if 20 days prior notice is impracticable, such notice shall be given as soon
as is practicable) written notice specifying the nature of such event and the
effective date of, or the date on which the books of the Company shall close or
a record shall be taken with respect to, such event.  Such notice shall also
set forth facts indicating the effect of such action (to the extent such effect
may be known at the date of such notice) on the Exercise Price and the kind and
amount of the shares of stock or other securities or property deliverable upon
exercise of this Warrant.

                 4.6      The form of the certificate representing this Warrant
need not be changed because of any change in the Exercise Price or any change
in the kind or amount of the shares of stock or other securities or property
deliverable upon exercise of this Warrant, and any such certificates issued
before or after such change may state the same Exercise Price and the same kind
or amount of shares of stock or other securities or property deliverable upon
exercise as certificates theretofore issued.  The Company may, however, at any
time, in its sole discretion, make any change in the form of such certificate
that it may deem appropriate in order to give effect to the provisions of this
Article 4, and such certificates thereafter issued or countersigned, whether in
exchange or substitution for an outstanding certificate or otherwise, may be in
the form as so changed.

                 5.       Definition of Change in Control; Determination of
                          Market Price Per Share 

                 (a)      As used herein, the term "Change in Control" shall
mean a change in control of the Company of a nature that would be required to
be reported in response to Item 6(e) of 




                                      -8-
   15

                                                                      EXHIBIT A

Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), provided, that, without limitation, such a change
in control shall be deemed to have occurred if (i) any "person" (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding voting securities or
(ii) during any period of 24 consecutive months, individuals (y) who at the
beginning of such period constitute the Board of Directors of the Company or
(z) whose election, appointment or nomination for election was approved prior
to such election or appointment by a vote of a majority of the directors in
office immediately prior to such election or appointment who were directors at
the beginning of such two-year period (other than any directors who prior to
the Change in Control were associated or affiliated with any person involved
with any Change in Control or attempted Change in Control), cease for any
reason to constitute at least a majority of the Board of Directors of the
Company.

                 (b)      As used herein, the "Market Price Per Share" with
respect to any date shall  mean the closing price per share of Common Stock for
the trading day immediately preceding such date; provided, that for purposes of
Article 4 hereof, such term shall mean the average of the closing prices per
share of the Common Stock for the 20 consecutive trading days ending on the
trading day immediately preceding such date.  The closing price for each such
day shall be the last sale price regular way or, in case no such sale takes
place on such day, the average of the closing bid and asked prices regular way,
in either case on the principal securities exchange on which the shares of
Common Stock of the Company are listed or admitted to trading; the last sale
price, or in case no sale takes place on such day, the average of the closing
bid and asked prices of the Common Stock on NASDAQ or any comparable system; or
if the Common Stock is not reported on NASDAQ or a comparable system, the
average of the closing bid and asked prices as furnished by two members of the
National Association of Securities Dealers, Inc. selected from time to time by
the Company for that purpose.  If such bid and asked prices are not available,
then "Market Price Per  Share" shall be equal to the fair market value of the
Company's Common Stock as determined in good faith by the Board of Directors of
the Company.

                 6.       Rights to Transfer

                 All Warrant Shares issuable hereunder shall be freely
transferable by the Holder.

                 7.       Covenant of the Company

                 The Company covenants and agrees that this Warrant shall be
binding upon any corporation succeeding to the Company by merger, consolidation
or acquisition of all or substantially all of the Company's assets, and that
any agreement providing for any such acquisition of all or substantially all of
the Company's assets will expressly so provide.




                                      -9-
   16

                                                                     EXHIBIT A

                 8.       Miscellaneous

                 8.1      Entire Agreement.  This Warrant contains the entire
agreement between the Holder and the Company with respect to its subject matter
and supersedes all prior arrangements or understanding with respect thereto.


                 8.2      Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware.

                 8.3      Waiver and Amendment.  Any term or provision of this
Warrant may be waived at any time by the party which is entitled to the
benefits thereof and any term or provision of this Warrant may be amended or
supplemented at any time by agreement of the holder hereof and the Company,
except that any waiver of any term or condition of this Warrant, or any
amendment or supplement thereto, must be in writing signed by each party to be
charged.  A waiver of any breach or failure to enforce any of the terms or
conditions of this Warrant by a party shall not in any way affect, limit or
waive such party's rights hereunder at any time to enforce strict compliance
thereafter with every term or condition of this Warrant.

                 8.4      Illegality.  In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not be in any way impaired.

                 8.5      Copy of Warrant.  A copy of this Warrant shall be
filed among the records of the Company.

                 8.6      Notices.  Any notice or other document required or
permitted to be given or delivered to the Holder shall be delivered at, or sent
by overnight courier or certified or registered mail to such Holder at, the
last address shown on the books of the Company maintained at the Warrant Office
for the registration of this Warrant or at any more recent address of which the
Holder hereof shall have notified the Company in writing.  Any notice or other
document required or permitted to be given or delivered to the Company, other
than such notice or documents required to be delivered to the Warrant Office,
shall be delivered at, or sent by overnight courier or certified or registered
mail to, the office of the Company at 5400 LBJ Freeway, Tower One, Suite 300,
Dallas, Texas 75240 or such other address within the continental United States
of America as shall have been furnished by the Company to the holders of this
Warrant.

                 8.7      Limitation of Liability; Not Stockholders.  No
provision of this Warrant shall be construed as conferring upon the Holder the
right to vote, consent, receive dividends or receive notices other than as
herein expressly provided in respect of meetings of stockholders for the
election of directors of the Company or any other matter whatsoever as a
stockholder of the Company.  No provision hereof, in the absence of affirmative
action by the Holder to purchase or otherwise acquire shares of Common Stock,
and no mere enumeration herein of the rights or privileges of the Holder, shall
give rise to any liability of the Holder for the purchase price of any shares
of Common Stock or





                                      -10-
   17

                                                                   EXHIBIT A

as a stockholder of the Company, whether such liability is asserted by the 
Company or by creditors of the Company.

                 8.8      Exchange, Loss, Destruction, etc. of Warrant.  Upon
receipt of evidence satisfactory to the Company of the loss, theft, mutilation
or destruction of this Warrant, and in the case of any such loss, theft or
destruction upon delivery of a bond of indemnity in such form and amount as
shall be reasonably satisfactory to the Company, or in the event of such
mutilation upon surrender and cancellation of this Warrant, the Company will
make and deliver a new Warrant of like tenor, in lieu of such lost, stolen,
destroyed or mutilated Warrant.  Any Warrant issued under the provisions of this
Section 8.8 in lieu of any Warrant alleged to be lost, destroyed or stolen, or
in lieu of any mutilated Warrant, shall constitute an original contractual
obligation on the part of the Company.  This Warrant shall be promptly canceled
by the Company upon the surrender hereof in connection with any exchange or
replacement.  The Company shall pay all taxes (other than securities transfer
taxes) and all other expenses and charges payable in connection with the
preparation, execution and delivery of Warrants pursuant to this Section 8.8.

                 8.9      Headings.  The Article and Section and other headings
herein are for convenience only and are not a part of this Warrant and shall
not affect the interpretation thereof.

                 IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by its officers thereunto duly authorized and its corporate seal
to be affixed hereon, as of this 21st day of June, 1996.

                                        USA WASTE SERVICES, INC.


                                        By:
                                           -------------------------------------
                                           Name: 
                                           Title:


Attest:


- ------------------------------
Name:
Title:





                                      -11-
   18
                                                                      EXHIBIT A
                                                                  
                                                                   
                                                                      Exhibit A

                              SUBSCRIPTION NOTICE

                 The undersigned, the Holder of the Warrant accompanying this
notice, hereby elects to exercise purchase rights represented by said Warrant
for, and to purchase thereunder, ___ Warrant Shares covered by said Warrant and
herewith makes payment in full therefor pursuant to Section 1.2 of such
Warrant.

                 The undersigned requests (a) that certificates for such
Warrant Shares (and any other securities or property issuable upon such
exercise) be issued in the name of, and delivered to,
______________________________ and (b) if such Warrant Shares shall not include
all of the Warrant Shares issuable as provided in said Warrant, that a new
Warrant of like tenor and date for the balance of the Warrant Shares issuable
thereunder be delivered to the undersigned.



                                        ----------------------------------------
                                        Name of Holder


                                        ----------------------------------------
                                        Signature



                                        Address:


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

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

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





                                      -12-
   19
                                                                      EXHIBIT A

                                                                      Exhibit B
                                                                          

                              NOTICE OF CONVERSION

                 The undersigned hereby irrevocably elects to convert, pursuant
to Section 1.3 of the Warrant, the undersigned's right to purchase __________
Conversion Shares pursuant to the accompanying Warrant into shares of the
Common Stock of the Company.  The number of shares of the Common Stock of the
Company to be received by the undersigned shall be calculated in accordance
with the provisions of Section 1.3 of the accompanying Warrant.

                 The undersigned hereby requests (a) that certificates for such
shares (and any other securities or property issuable upon such exercise) be
issued in the name of, and delivered to, ______________ and (b) the Conversion
Shares referred to above shall not include all of the Warrant Shares issuable
as provided in said Warrant, that a new Warrant of like tenor and date for the
balance of the Warrant Shares issuable thereunder be delivered to the
undersigned.



                                        ----------------------------------------
                                        Name of Holder


                                        ----------------------------------------
                                        Signature



                                        Address:


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

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

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





                                      -13-
   20



                                                                    EXHIBIT B

      THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
      OR THE LAWS OF ANY STATE.  IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
      UNLESS IT IS REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
      LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

                                   WARRANT

                         to Purchase Common Stock of

                          USA WASTE SERVICES, INC.

                          Expiring on June 21, 2004

                 THIS IS TO CERTIFY THAT, for value received, USA WASTE
SERVICES, INC., a Delaware corporation (the "Company"), hereby grants to JOHN
G. RANGOS, JR. (together with any registered transferees under Article 2
hereof, the "Holder"), a Warrant to purchase 100,000 shares of the duly
authorized, validly issued, fully paid and nonassessable shares (the "Warrant
Shares") of Common Stock, $.01 par value, of the Company (the "Common Stock"),
at a purchase price per share of $29.00 (as adjusted pursuant to the terms of
this Warrant, the "Exercise Price"), and to exercise the other appurtenant
rights, powers and privileges hereinafter set forth.  The number of Warrant
Shares purchasable hereunder and the Exercise Price are subject to adjustment
in accordance with Article 4 hereof.  This Warrant shall expire at 5:00 p.m.,
Dallas, Texas time on June 21, 2004.

                 1.       Exercise of Warrant

                 1.1      Exercisability.  This Warrant may be exercised as to
(i) an aggregate of 25,000 Warrant Shares as a whole or in part from time to
time commencing on June 21, 1997; (ii) an aggregate of  50,000 Warrant Shares
as a whole or in part from time to time commencing on June 21, 1998; (iii) an
aggregate of  75,000 Warrant Shares as a whole or in part from time to time
commencing on June 21, 1999; and (iv) and an aggregate of 100,000 Warrant
Shares as a whole or in part from time to time commencing on June 21, 2000;
provided, however, that this Warrant shall immediately become exercisable as to
all 100,000 of the Warrant Shares covered hereby in the event of a Change in
Control of the Company (as such term is defined in Section 5(a) hereof).  All
numbers of shares referred to herein shall be subject to adjustment in
accordance with Article 4 hereof.

                 1.2      Exercise of Right to Purchase.  To exercise this
Warrant, the Holder shall deliver to the Company, at the Warrant Office
designated in Section 2.1, (a) a written notice in the form of the Subscription
Notice attached as Exhibit A hereto, stating therein the election of the Holder
to exercise this Warrant in the manner provided in the Subscription Notice, (b)
payment in full of the Exercise Price (in the manner described below) for all
Warrant Shares purchased

hereunder, and (c) this Warrant.  This Warrant shall be deemed to be exercised
on the date of receipt by the Company of the Subscription Notice, accompanied
by payment for the Warrant Shares and surrender of this Warrant, as aforesaid,
and such date is referred to herein as the "Exercise Date".  Upon such exercise
(subject as aforesaid), the Company shall issue and deliver to such holder a
   21

                                                                      EXHIBIT B

certificate for the full number of the Warrant Shares purchased by such holder
hereunder, against the receipt by the Company of the total Exercise Price
payable hereunder for all the Warrant Shares so purchased, and if this Warrant
is being exercised in part only, a new certificate representing the unexercised
portion of this Warrant.  The person in whose name the certificate(s) for
Common Stock is to be issued shall be deemed to have become a holder of record
of such Common Stock on the Exercise Date.

                 1.3      Conversion Rights.  In lieu of the exercise of this
Warrant, in whole or in part, pursuant to Section 1.2 hereof, the Holder may,
as to any Warrant Shares then issuable thereunder as to which the Holder wishes
to exercise his rights under this Section 1.3 (the "Conversion Shares"), elect
instead to convert his right to purchase such Conversion Shares pursuant to
Section 1.2 into a number of shares of Common Stock equal to (a) the product of
the number of the Conversion Shares times the excess, if any, of (i) the Market
Price Per Share (as determined pursuant to Section 5(b) hereof) as of the date
of exercise of such conversion right over (ii) the Exercise Price, divided by
(b) the Market Price Per Share as of the date of exercise of such conversion
right.  In order to exercise such conversion privilege, the Holder shall
surrender to the Company, at its offices, this Warrant accompanied by a duly
completed Notice of Conversion in the form attached hereto as Exhibit B.  This
Warrant (or so much thereof as shall have been surrendered for conversion)
shall be deemed to have been converted immediately prior to the close of
business on the day of surrender of such Warrant for conversion in accordance
with the foregoing provisions (the "Conversion Date").  As promptly as
practicable on or after the conversion date, the Company shall issue and shall
deliver to the Holder (i) a certificate or certificates representing the number
of shares of Common Stock to which the Holder shall be entitled as a result of
the conversion, and (ii) if this Warrant is being converted in part only, a new
certificate representing the unconverted portion of this Warrant.

                 1.4      Fractional Shares.  In lieu of any fractional shares
of Common Stock which would otherwise be issuable upon exercise of this
Warrant, the Company shall issue a certificate for the next higher number of
whole shares of Common Stock for any fraction of a share which is one-half or
greater.  No shares will be issued for less than one- half of a share of Common
Stock.

                 2.       Warrant Office:  Transfer

                 2.1      Warrant Office.  The Company shall maintain an office
for certain purposes specified herein (the "Warrant Office"), which office
shall initially be the Company's office at 5400 LBJ Freeway, Tower One, Suite
300, Dallas, Texas 75240 and may subsequently be such other office of the
Company as may be set forth on the cover of the most recent quarterly or annual
report filed by the Company under the Exchange Act (as hereinafter defined) or
of any transfer agent of the Common Stock in the continental United States as
to which written notice has previously been given to the Holder.  The Company
shall maintain, at the Warrant Office, a register for this Warrant, in which
the Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each permitted 
assignee of the rights of the registered owner hereof.




                                     -2-
   22

                                                                      EXHIBIT B

                 2.2      Ownership of Warrant.  The Company may deem and treat
the person in whose name this Warrant is registered as the holder and owner
hereof (notwithstanding any notations of ownership or writing hereon made by
anyone other than the Company) for all purposes and shall not be affected by
any notice to the contrary, until presentation of this Warrant for registration
of transfer as provided in this Article 2.

                 2.3      Transfer of Warrants.  The Company agrees to maintain
at the Warrant Office books for the registration and transfer of this Warrant.
Subject to the restrictions on transfer of Warrants set forth in Section 2.4
hereof, the Company, from time to time, shall register the transfer of this
Warrant in such books upon surrender of this Warrant at the Warrant Office
properly endorsed or accompanied by appropriate instruments of transfer (with
an appropriate signature guarantee or medallion from an eligible guarantor
institution, as such term is defined in the Exchange Act and/or the regulations
thereunder) and written instructions for transfer satisfactory to the Company.
Upon any such transfer, a new Warrant shall be issued to the transferee and the
surrendered Warrant shall be canceled by the Company.  The Company shall pay
all taxes (other than securities transfer taxes) and all other expenses and
charges payable in connection with the transfer of Warrants pursuant to this
Section 2.3.

                 2.4      Restrictions on Transfer.  The registered holder of
this Warrant, by acceptance hereof, agrees that prior to any transfer of this
Warrant to Holder will deliver to the Company notice of the proposed transferee
and a signed copy of the opinion of the Holder's counsel, or such other counsel
as shall be acceptable to the Company, as to the necessity or non-necessity for
registration under the Securities Act of 1933, as amended (the "Securities
Act") and any applicable state securities or blue sky laws in connection with
such exercise or such transfer.  The following provisions shall then apply:

                 (a)      If, in the opinion of the Holder's counsel, concurred
         in by counsel to the Company, the proposed transfer of this Warrant
         may be effected without registration under the Securities Act and any
         applicable state securities or blue sky laws, then the Holder shall be
         entitled to transfer this Warrant in accordance with the notice
         delivered by the Holder to the Company.

                 (b)      If, in the opinion of said counsel, concurred in by
         counsel to the Company, the proposed transfer of this Warrant may not
         be effected without registration under the Securities Act and any
         applicable state securities or blue sky laws, the Holder shall not be
         entitled to transfer this Warrant unless and until such registration
         is effected or until the opinion contemplated by paragraph (a), above,
         can be delivered.

                 2.5      Expenses of Delivery of Warrants.  The Company shall
pay all expenses, taxes (other than taxes on the income of the Holder) and
other charges payable in connection with the preparation, issuance and delivery
of Warrants and related Warrant Shares hereunder.





                                     -3-
   23

                                                                      EXHIBIT B

                 3.       Reservation of Shares

                 The Company covenants that it will at all times reserve and
keep available out of its treasury common stock or authorized but unissued
Common Stock, solely for the purpose of issue upon exercise of this Warrant,
such number of shares of Common Stock as shall then be issuable upon the
exercise in full of this Warrant.  The Company covenants that all Warrant
Shares which shall be issuable upon exercise of the Warrant shall be duly and
validly issued and fully paid and non-assessable and free from all taxes, liens
and charges with respect to the issue thereof, and that upon issuance such
shares shall be listed on each national securities exchange, if any, on which
the other shares of outstanding Common Stock are then listed.

                 4.       Adjustment of Purchase Price and Number of Shares 
Deliverable

                 4.1      The number of Warrant Shares purchasable upon the
exercise of this Warrant and the Exercise Price hereof shall be subject to
adjustment as follows:

                 (a)      In case the Company shall (i) pay a dividend in
         shares of Common Stock or make a distribution in shares of Common
         Stock, (ii) subdivide its outstanding shares of Common Stock through
         stock split or otherwise, (iii) combine its outstanding shares of
         Common Stock into a smaller number of shares of Common Stock, or (iv)
         issue in connection with any reorganization, or by reclassification of
         its shares of Common Stock, other securities of the Company (including
         any such reorganization or reclassification in connection with a
         consolidation or merger in which the Company is the continuing
         corporation), the number of Warrant Shares purchasable upon exercise
         of this Warrant immediately prior thereto shall be adjusted so that
         the Holder shall be entitled to receive the kind and number of Warrant
         Shares or other securities of the Company which such Holder would have
         owned or have been entitled to receive after the happening of any of
         the events described above, had this Warrant been exercised
         immediately prior to the happening of such event or any record date
         with respect thereto.  An adjustment made pursuant to this paragraph
         (a) shall become effective retroactively as of the record date of such
         event.

                 (b)      In case the Company shall issue rights, options or
         warrants or securities convertible into Common Stock to the holders of
         its Common Stock generally, entitling them (for a period expiring
         within 45 days after the record date mentioned below in this paragraph
         (b)) to subscribe for or purchase shares of Common Stock at a price
         per share which (together with the value of the consideration, if any,
         paid for such rights, options, warrants or convertible securities) is
         lower at the record date mentioned below than the then Market Price
         Per Share of Common Stock, the number of Warrant Shares thereafter
         purchasable upon the exercise of this Warrant shall be determined by
         multiplying the number of Warrant Shares immediately theretofore
         purchasable upon exercise of this Warrant by a fraction, of which the
         numerator shall be the number of shares of Common Stock outstanding on
         such record date plus the number of additional shares of Common Stock
         offered for subscription or purchase, and of which the denominator
         shall be the number of shares of Common Stock outstanding on such
         record date plus the number of shares which the aggregate offering
         price 




                                     -4-
   24

                                                                      EXHIBIT B

         of the total number of shares of Common Stock so offered would
         purchase at the then Market Price Per Share of Common Stock.  Such
         adjustment shall be made whenever such rights, options, warrants or
         convertible securities are issued, and shall become effective
         retroactively as of the record date for the determination of
         shareholders entitled to receive such rights,  options, warrants or
         convertible securities.

                 (c)      In case the Company shall distribute to the holders
         of its Common Stock generally, or the holders of its Common Stock
         generally shall otherwise become entitled to receive, shares of
         capital stock of the Company (other than dividends or distributions on
         its Common Stock referred to in paragraph (a) above), evidences of its
         indebtedness or rights, options, warrants or convertible securities
         providing the right to subscribe for or purchase any shares of the
         Company's capital stock or evidences of its indebtedness (other than
         any rights, options, warrants or convertible securities referred to in
         paragraph (b), above), then in each case the number of Warrant Shares
         thereafter purchasable upon the exercise of this Warrant shall be
         determined by multiplying the number of Warrant Shares theretofore
         purchasable upon the exercise of this Warrant, by a fraction, of which
         the numerator shall be the then Market Price Per Share of Common Stock
         on the record date mentioned below in this paragraph (c), and of which
         the denominator shall be the then Market Price Per Share of Common
         Stock on such record date, less the then fair value (as determined by
         the Board of Directors of the Company, in good faith) of the portion
         of the shares of the Company's capital stock (other than dividends or
         distributions on its Common Stock referred to in paragraph (a) above),
         evidences of indebtedness, or rights, options, warrants or convertible
         securities, distributable with respect to each share of Common Stock.
         Such adjustment shall be made whenever any such distribution is made,
         and shall become effective retroactively as of the record date for the
         determination of shareholders entitled to receive such distribution.

                 (d)      In the event of any capital reorganization or any
         reclassification of the capital stock of the Company (other than a
         reorganization or reclassification referred to in paragraph (a) above)
         or in case of the consolidation or merger of the Company with another
         corporation (other than a consolidation or merger in which the Company
         is the surviving corporation), or in the case of any sale, transfer or
         other disposition to another corporation of all or substantially all
         the properties and assets of the Company in which holders of Common
         Stock receive securities or property, the Holder shall thereafter be
         entitled to purchase (and it shall be a condition to the consummation
         of any such reorganization, reclassification, consolidation, merger,
         sale, transfer or other disposition that appropriate provisions shall
         be made so that such Holder shall thereafter be entitled to purchase)
         the kind and amount of shares of stock and other securities and
         property (including cash) receivable in such transaction which this
         Warrant entitled the Holder to purchase immediately prior to such
         reorganization, reclassification, consolidation, merger, sale,
         transfer or other disposition; and in any such case appropriate
         adjustments shall be made in the application of the provisions of this
         Article 4 with respect to rights and interest thereafter of the Holder
         under this Warrant to the end that the provisions of this Article 4
         shall thereafter be applicable, as near as reasonably may be, in
         relation to any shares or other property thereafter purchasable upon
         the exercise of this Warrant.  The provisions of this Section 4.1(d)
         shall similarly apply to





                                     -5-
   25

                                                                      EXHIBIT B

         successive reorganizations, reclassifications, consolidations,
         mergers, sales, transfers or other dispositions.

                 (e)      With respect to any adjustment in the number of
         Warrant Shares issuable and/or the Exercise Price under Sections
         4.1(b), (c), (d) or (g) resulting from the issuance or distribution of
         any rights, options, warrants or convertible securities providing for
         the right to purchase or subscribe for Common Stock of the Company
         ("Common Stock Equivalents"):

                         (i)      no further adjustment of the number of
                 Warrant Shares issuable or the Exercise Price will be made
                 upon the subsequent issue or sale of, the exercise of, or the
                 conversion or exchange of, such Common Stock;

                        (ii)      if such Common Stock Equivalents by their
                 terms provide, with the passage of time or otherwise, for any
                 increase or decrease in the consideration payable to the
                 Company, or increase or decrease in the number of shares of
                 Common Stock issuable upon the exercise, conversion, or
                 exchange of such Common Stock Equivalent (by change of rate or
                 otherwise), the number of Warrant Shares issuable pursuant to
                 this Warrant and the Exercise Price computed upon original
                 issuance or distribution (or upon the occurrence of the record
                 date with respect thereto), and any subsequent adjustments
                 based on the existence of such Common Stock Equivalent will,
                 as to any Warrant Shares remaining unissued upon any such
                 increase or decrease becoming effective, be recomputed to
                 reflect such increase or decrease or any change in the rights
                 of conversion or exchange under such Common Stock Equivalents
                 that are outstanding at such time;

                       (iii)      upon the expiration (or purchase by the
                 Company and cancellation or retirement) of any such Common
                 Stock Equivalent that has not been exercised or the expiration
                 of any rights of conversion or exchange under any such Common
                 Stock Equivalent that (or purchase by the Company and
                 cancellation or retirement of any such Common Stock Equivalent
                 the rights of conversion or exchange under which) have not
                 been exercised, the number of Warrant Shares issuable pursuant
                 to this Warrant and the Exercise Price computed upon the
                 original issuance or distribution of such Common Stock
                 Equivalent (or upon the occurrence of the record date with
                 respect thereto), and any subsequent adjustments based on the
                 existence of such Common Stock Equivalent, will, as to any
                 Warrant Shares remaining unissued upon such expiration (or
                 such cancellation or retirement, as the case may be), be
                 recomputed as if the only shares of Common Stock issued or
                 sold were the shares of Common Stock, if any, actually issued
                 or sold upon the exercise of such rights, options or warrants
                 or the conversion or exchange of such convertible securities
                 and the consideration received therefor was the consideration
                 actually received by the Company for the issuance or
                 distribution of all such rights, options or warrants, whether
                 or not exercised, plus the consideration actually received by
                 the Company upon such exercise, or for the issuance or
                 distribution of all such convertible securities 





                                     -6-
   26

                                                                      EXHIBIT B

                 that were actually converted or exchanged, plus the additional 
                 consideration, if any, actually received by the Company upon 
                 sucH conversion or exchange;

                        (iv)      no readjustment pursuant to clause (ii) or
                 (iii) above will have the effect of increasing the Exercise
                 Price by an amount in excess of the amount of the adjustment
                 of the Exercise Price originally made in respect of the
                 issuance or distribution of such Common Stock Equivalents; and

                         (v)      in the case of any such rights, options or
                 warrants that expire by their terms not more than 60 days
                 after the date of their issuance or distribution, no
                 adjustment of the Exercise Price will be made until the
                 expiration or exercise of all such rights, options or
                 warrants, whereupon such adjustment shall be made in the
                 manner provided in clause (iii) above.

                 (f)      For avoidance of doubt, any adjustment pursuant to
         this Section 4.1 shall be apportioned ratably among all unissued
         Warrant Shares issuable pursuant to this Warrant.

                 (g)      Whenever the number of Warrant Shares purchasable
         upon the exercise of this Warrant is adjusted, as provided in this
         Section 4.1, the Exercise Price payable upon exercise of this Warrant
         shall be adjusted by multiplying such Exercise Price immediately prior
         to such adjustment by a fraction, of which the numerator shall be the
         number of Warrant Shares purchasable upon the exercise of each Warrant
         immediately prior to such adjustment, and of which the denominator
         shall be the number of Warrant Shares so purchasable immediately
         thereafter.

                 4.2      In the event the Company shall declare a dividend, or
make a distribution to the holders of its Common Stock generally, whether in
cash, property or assets of any kind, including any dividend payable in stock
or securities of any other issuer owned by the Company (excluding regularly
payable cash dividends declared from time to time by the Company's Board of
Directors or any dividend or distribution referred to in Section 4.1(a) or (c)
above), the Exercise Price shall be reduced, without any further action by the
parties hereto, by the Per Share Value (as hereinafter defined) of the
dividend.  For purposes of this Section 4.2, the "Per Share Value" of a cash
dividend or other distribution shall be the dollar amount of the distribution
on each share of Common Stock and the "Per Share Value" of any dividend or
distribution other than cash shall be equal to the fair market value of such
non-cash distribution on each share of Common Stock as determined in good faith
by the Board of Directors of the Company.

                 4.3      No adjustment in the number of Warrant Shares
purchasable under this Warrant, or in the Exercise Price thereof, shall be
required unless such adjustment would require an increase or decrease of at
least $.10 in the Exercise Price; provided, however, that any adjustments which
by reason of this Section 4.3 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All final results
of adjustments to the Exercise Price and the number of Warrant Shares shall be
rounded to the nearest cent or the nearest one thousandth of a share, as the
case may be.  Anything in this Section 4 to the contrary notwithstanding, the
Company 





                                     -7-
   27

                                                                      EXHIBIT B

shall be entitled, but shall not be required, to make such changes in
the number of WarrantShares purchasable upon the exercise of this Warrant, or 
in the Exercise Price, in addition to those required by such Section, as in 
its discretion shall determine to be advisable in order that any event 
referred to in Section 4.1 or 4.2 of this Agreement shall not result in any 
tax to the holders of its Common Stock or securities convertible into Common 
Stock, provided that the Holder is not otherwise prejudiced by such changes.

                 4.4      Whenever the number of Warrant Shares purchasable
upon the exercise of this Warrant and/or the Exercise Price is adjusted, as
herein provided, the Company shall mail to the Holder, at the address of the
Holder shown on the books of the Company, a notice of such adjustment or
adjustments, prepared and signed by the Chief Financial Officer or Secretary of
the Company, which sets forth the number of Warrant Shares purchasable upon the
exercise of this Warrant and the Exercise Price after such adjustment, together
with a brief statement of the facts requiring such adjustment and the
computation by which such adjustment was made.

                 4.5      If at any time prior to the expiration of this
Warrant and prior to its exercise any event referred to in Section 4.1 or 4.2
of this Agreement occurs which has an effect on the Exercise Price or the kind
and amount of the shares of stock or other securities or property deliverable
upon exercise of this Warrant (each such event hereinafter being referred to as
a "Notification Event"), the Company shall cause to be mailed to the Holder not
less than 20 days prior to the record date, if any, in connection with such
Notification Event (or such other date as such notice is given to the holders
of Common Stock generally; provided, however, that if there is no record date,
or if 20 days prior notice is impracticable, such notice shall be given as soon
as is practicable) written notice specifying the nature of such event and the
effective date of, or the date on which the books of the Company shall close or
a record shall be taken with respect to, such event.  Such notice shall also
set forth facts indicating the effect of such action (to the extent such effect
may be known at the date of such notice) on the Exercise Price and the kind and
amount of the shares of stock or other securities or property deliverable upon
exercise of this Warrant.

                 4.6      The form of the certificate representing this Warrant
need not be changed because of any change in the Exercise Price or any change
in the kind or amount of the shares of stock or other securities or property
deliverable upon exercise of this Warrant, and any such certificates issued
before or after such change may state the same Exercise Price and the same kind
or amount of shares of stock or other securities or property deliverable upon
exercise as certificates theretofore issued.  The Company may, however, at any
time, in its sole discretion, make any change in the form of such certificate
that it may deem appropriate in order to give effect to the provisions of this
Article 4, and such certificates thereafter issued or countersigned, whether in
exchange or substitution for an outstanding certificate or otherwise, may be in
the form as so changed.

                 5.       Definition of Change in Control; Determination of 
                          Market Price Per Share                  

                 (a)      As used herein, the term "Change in Control" shall
mean a change in control of the Company of a nature that would be required to
be reported in response to Item 6(e) of 





                                     -8-
   28
                                                                       EXHIBIT B

Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), provided, that, without limitation, such a change
in control shall be deemed to have occurred if (i) any "person" (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding voting securities or
(ii) during any period of 24 consecutive months, individuals (y) who at the
beginning of such period constitute the Board of Directors of the Company or
(z) whose election, appointment or nomination for election was approved prior
to such election or appointment by a vote of a majority of the directors in
office immediately prior to such election or appointment who were directors at
the beginning of such two-year period (other than any directors who prior to
the Change in Control were associated or affiliated with any person involved
with any Change in Control or attempted Change in Control), cease for any
reason to constitute at least a majority of the Board of Directors of the
Company.         

                 (b)      As used herein, the "Market Price Per Share" with
respect to any date shall  mean the closing price per share of Common Stock for
the trading day immediately preceding such date; provided, that for purposes of
Article 4 hereof, such term shall mean the average of the closing prices per
share of the Common Stock for the 20 consecutive trading days ending on the
trading day immediately preceding such date.  The closing price for each such
day shall be the last sale price regular way or, in case no such sale takes
place on such day, the average of the closing bid and asked prices regular way,
in either case on the principal securities exchange on which the shares of
Common Stock of the Company are listed or admitted to trading; the last sale
price, or in case no sale takes place on such day, the average of the closing
bid and asked prices of the Common Stock on NASDAQ or any comparable system; or
if the Common Stock is not reported on NASDAQ or a comparable system, the
average of the closing bid and asked prices as furnished by two members of the
National Association of Securities Dealers, Inc. selected from time to time by
the Company for that purpose.  If such bid and asked prices are not available,
then "Market Price Per  Share" shall be equal to the fair market value of the
Company's Common Stock as determined in good faith by the Board of Directors of
the Company.

                 6.       Rights to Transfer

                 All Warrant Shares issuable hereunder shall be freely 
transferable by the Holder.

                 7.       Covenant of the Company

                 The Company covenants and agrees that this Warrant shall be
binding upon any corporation succeeding to the Company by merger, consolidation
or acquisition of all or substantially all of the Company's assets, and that
any agreement providing for any such acquisition of all or substantially all of
the Company's assets will expressly so provide.


                                     -9-
   29

                                                                      EXHIBIT B

                 8.       Miscellaneous

                 8.1      Entire Agreement.  This Warrant contains the entire
agreement between the Holder and the Company with respect to its subject matter
and supersedes all prior arrangements or understanding with respect thereto.

                 8.2      Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware.

                 8.3      Waiver and Amendment.  Any term or provision of this
Warrant may be waived at any time by the party which is entitled to the
benefits thereof and any term or provision of this Warrant may be amended or
supplemented at any time by agreement of the holder hereof and the Company,
except that any waiver of any term or condition of this Warrant, or any
amendment or supplement thereto, must be in writing signed by each party to be
charged.  A waiver of any breach or failure to enforce any of the terms or
conditions of this Warrant by a party shall not in any way affect, limit or
waive such party's rights hereunder at any time to enforce strict compliance
thereafter with every term or condition of this Warrant.

                 8.4      Illegality.  In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not be in any way impaired.

                 8.5      Copy of Warrant.  A copy of this Warrant shall be
filed among the records of the Company.

                 8.6      Notices.  Any notice or other document required or
permitted to be given or delivered to the Holder shall be delivered at, or sent
by overnight courier or certified or registered mail to such Holder at, the
last address shown on the books of the Company maintained at the Warrant Office
for the registration of this Warrant or at any more recent address of which the
Holder hereof shall have notified the Company in writing.  Any notice or other
document required or permitted to be given or delivered to the Company, other
than such notice or documents required to be delivered to the Warrant Office,
shall be delivered at, or sent by overnight courier or certified or registered
mail to, the office of the Company at 5400 LBJ Freeway, Tower One, Suite 300,
Dallas, Texas 75240 or such other address within the continental United States
of America as shall have been furnished by the Company to the holders of this
Warrant.

                 8.7      Limitation of Liability; Not Stockholders.  No
provision of this Warrant shall be construed as conferring upon the Holder the
right to vote, consent, receive dividends or receive notices other than as
herein expressly provided in respect of meetings of stockholders for the
election of directors of the Company or any other matter whatsoever as a
stockholder of the Company.  No provision hereof, in the absence of affirmative
action by the Holder to purchase or otherwise acquire shares of Common Stock,
and no mere enumeration herein of the rights or privileges of the Holder, shall
give rise to any liability of the Holder for the purchase price of any shares
of Common Stock or 





                                    -10-
   30

                                                                      EXHIBIT B

as a stockholder of the Company, whether such liability is asserted by the 
Company or by creditors of the Company.

                 8.8      Exchange, Loss, Destruction, etc. of Warrant.  Upon
receipt of evidence satisfactory to the Company of the loss, theft, mutilation
or destruction of this Warrant, and in the case of any such loss, theft or
destruction upon delivery of a bond of indemnity in such form and amount as
shall be reasonably satisfactory to the Company, or in the event of such
mutilation upon surrender and cancellation of this Warrant, the Company will 
make and deliver a new Warrant of like tenor, in lieu of such lost, stolen, 
destroyed or mutilated Warrant.  Any Warrant issued under the provisions of 
this Section 8.8 in lieu of any Warrant alleged to be lost, destroyed or 
stolen, or in lieu of any mutilated Warrant, shall constitute an original 
contractual obligation on the part of the Company.  This Warrant shall be 
promptly canceled by the Company upon the surrender hereof in connection with 
any exchange or replacement.  The Company shall pay all taxes (other than 
securities transfer taxes) and all other expenses and charges payable in 
connection with the preparation, execution and delivery of Warrants pursuant 
to this Section 8.8.

                 8.9      Headings.  The Article and Section and other headings
herein are for convenience only and are not a part of this Warrant and shall
not affect the interpretation thereof.

                 IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by its officers thereunto duly authorized and its corporate seal
to be affixed hereon, as of this 21st day of June, 1996.

                                        USA WASTE SERVICES, INC.


                                        By:
                                           -------------------------------------
                                           Name: 
                                           Title:


Attest:


- ---------------------------
Name:
Title:





                                    -11-
   31
                                                                      EXHIBIT B

                                                                      Exhibit A

                              SUBSCRIPTION NOTICE

                 The undersigned, the Holder of the Warrant accompanying this
notice, hereby elects to exercise purchase rights represented by said Warrant
for, and to purchase thereunder, ___ Warrant Shares covered by said Warrant and
herewith makes payment in full therefor pursuant to Section 1.2 of such
Warrant.

                 The undersigned requests (a) that certificates for such
Warrant Shares (and any other securities or property issuable upon such
exercise) be issued in the name of, and delivered to, __________________ and 
(b) if such Warrant Shares shall not include all of the Warrant Shares 
issuable as provided in said Warrant, that a new Warrant of like tenor and 
date for the balance of the Warrant Shares issuable thereunder be delivered 
to the undersigned.




                                        ----------------------------------------
                                        Name of Holder



                                        ----------------------------------------
                                        Signature



                                        Address:


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

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

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




                                    -12-
   32
                                                                      EXHIBIT B

                                                                      Exhibit B

                              NOTICE OF CONVERSION

                 The undersigned hereby irrevocably elects to convert, pursuant
to Section 1.3 of the Warrant, the undersigned's right to purchase __________
Conversion Shares pursuant to the accompanying Warrant into shares of the
Common Stock of the Company.  The number of shares of the Common Stock of the
Company to be received by the undersigned shall be calculated in accordance
with the provisions of Section 1.3 of the accompanying Warrant.

                 The undersigned hereby requests (a) that certificates for such
shares (and any other securities or property issuable upon such exercise) be
issued in the name of, and delivered to, ______________ and (b) the Conversion
Shares referred to above shall not include all of the Warrant Shares issuable
as provided in said Warrant, that a new Warrant of like tenor and date for the
balance of the Warrant Shares issuable thereunder be delivered to the
undersigned.




                                        ----------------------------------------
                                        Name of Holder



                                        ----------------------------------------
                                        Signature



                                        Address:


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

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

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





                                    -13-
   33



                                                                    EXHIBIT C

      THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
      OR THE LAWS OF ANY STATE.  IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
      UNLESS IT IS REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
      LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

                                   WARRANT

                         to Purchase Common Stock of

                           USA WASTE SERVICES, INC.

                          Expiring on June 21, 2004

                 THIS IS TO CERTIFY THAT, for value received, USA WASTE
SERVICES, INC., a Delaware corporation (the "Company"), hereby grants to
ALEXANDER W. RANGOS (together with any registered transferees under Article 2
hereof, the "Holder"), a Warrant to purchase 300,000 shares of the duly
authorized, validly issued, fully paid and nonassessable shares (the "Warrant
Shares") of Common Stock, $.01 par value, of the Company (the "Common Stock"),
at a purchase price per share of $29.00 (as adjusted pursuant to the terms of
this Warrant, the "Exercise Price"), and to exercise the other appurtenant
rights, powers and privileges hereinafter set forth.  The number of Warrant
Shares purchasable hereunder and the Exercise Price are subject to adjustment
in accordance with Article 4 hereof.  This Warrant shall expire at 5:00 p.m.,
Dallas, Texas time on June 21, 2004.

                 1.       Exercise of Warrant

                 1.1      Exercisability.  This Warrant may be exercised as to
(i) an aggregate of  75,000 Warrant Shares as a whole or in part from time to
time commencing on June 21, 1997; (ii) an aggregate of 150,000 Warrant Shares
as a whole or in part from time to time commencing on June 21, 1998; (iii) an
aggregate of 225,000 Warrant Shares as a whole or in part from time to time
commencing on June 21, 1999; and (iv) and an aggregate of 300,000 Warrant
Shares as a whole or in part from time to time commencing on June 21, 2000;
provided, however, that this Warrant shall immediately become exercisable as to
all 300,000 of the Warrant Shares covered hereby in the event of a Change in
Control of the Company (as such term is defined in Section 5(a) hereof).  All
numbers of shares referred to herein shall be subject to adjustment in
accordance with Article 4 hereof.

                 1.2      Exercise of Right to Purchase.  To exercise this
Warrant, the Holder shall deliver to the Company, at the Warrant Office
designated in Section 2.1, (a) a written notice in the form of the Subscription
Notice attached as Exhibit A hereto, stating therein the election of the Holder
to exercise this Warrant in the manner provided in the Subscription Notice, (b)
payment in full of the Exercise Price (in the manner described below) for all
Warrant Shares purchased hereunder, and (c) this Warrant.  This Warrant shall 
be deemed to be exercised on the date of receipt by the Company of the 
Subscription Notice, accompanied by payment for the Warrant Shares and 
surrender of this Warrant, as aforesaid, and such date is referred to herein 
as the "Exercise Date".  Upon such exercise (subject as aforesaid), the 
Company shall issue and deliver to such holder a


   34
                                                                       EXHIBIT C

certificate for the full number of the Warrant Shares purchased by such holder
hereunder, against the receipt by the Company of the total Exercise Price
payable hereunder for all the Warrant Shares so purchased, and if this Warrant
is being exercised in part only, a new certificate representing the unexercised
portion of this Warrant.  The person in whose name the certificate(s) for
Common Stock is to be issued shall be deemed to have become a holder of record
of such Common Stock on the Exercise Date.

                 1.3      Conversion Rights.  In lieu of the exercise of this
Warrant, in whole or in part, pursuant to Section 1.2 hereof, the Holder may,
as to any Warrant Shares then issuable thereunder as to which the Holder wishes
to exercise his rights under this Section 1.3 (the "Conversion Shares"), elect
instead to convert his right to purchase such Conversion Shares pursuant to
Section 1.2 into a number of shares of Common Stock equal to (a) the product of
the number of the Conversion Shares times the excess, if any, of (i) the Market
Price Per Share (as determined pursuant to Section 5(b) hereof) as of the date
of exercise of such conversion right over (ii) the Exercise Price, divided by
(b) the Market Price Per Share as of the date of exercise of such conversion
right.  In order to exercise such conversion privilege, the Holder shall
surrender to the Company, at its offices, this Warrant accompanied by a duly
completed Notice of Conversion in the form attached hereto as Exhibit B.  This
Warrant (or so much thereof as shall have been surrendered for conversion)
shall be deemed to have been converted immediately prior to the close of
business on the day of surrender of such Warrant for conversion in accordance
with the foregoing provisions (the "Conversion Date").  As promptly as
practicable on or after the conversion date, the Company shall issue and shall
deliver to the Holder (i) a certificate or certificates representing the number
of shares of Common Stock to which the Holder shall be entitled as a result of
the conversion, and (ii) if this Warrant is being converted in part only, a new
certificate representing the unconverted portion of this Warrant.

                 1.4      Fractional Shares.  In lieu of any fractional shares
of Common Stock which would otherwise be issuable upon exercise of this
Warrant, the Company shall issue a certificate for the next higher number of
whole shares of Common Stock for any fraction of a share which is one-half or
greater.  No shares will be issued for less than one-half of a share of Common
Stock.

                 2.       Warrant Office:  Transfer

                 2.1      Warrant Office.  The Company shall maintain an office
for certain purposes specified herein (the "Warrant Office"), which office
shall initially be the Company's office at 5400 LBJ Freeway, Tower One, Suite
300, Dallas, Texas 75240 and may subsequently be such other office of the
Company as may be set forth on the cover of the most recent quarterly or annual
report filed by the Company under the Exchange Act (as hereinafter defined) or
of any transfer agent of the Common Stock in the continental United States as
to which written notice has previously been given to the Holder.  The Company
shall maintain, at the Warrant Office, a register for this Warrant, in which
the Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each permitted 
assignee of the rights of the registered owner hereof.




                                      -2-
   35

                                                                      EXHIBIT C

                 2.2      Ownership of Warrant.  The Company may deem and treat
the person in whose name this Warrant is registered as the holder and owner
hereof (notwithstanding any notations of ownership or writing hereon made by
anyone other than the Company) for all purposes and shall not be affected by
any notice to the contrary, until presentation of this Warrant for registration
of transfer as provided in this Article 2.

                 2.3      Transfer of Warrants.  The Company agrees to maintain
at the Warrant Office books for the registration and transfer of this Warrant.
Subject to the restrictions on transfer of Warrants set forth in Section 2.4
hereof, the Company, from time to time, shall register the transfer of this
Warrant in such books upon surrender of this Warrant at the Warrant Office
properly endorsed or accompanied by appropriate instruments of transfer (with
an appropriate signature guarantee or medallion from an eligible guarantor
institution, as such term is defined in the Exchange Act and/or the regulations
thereunder) and written instructions for transfer satisfactory to the Company.
Upon any such transfer, a new Warrant shall be issued to the transferee and the
surrendered Warrant shall be canceled by the Company.  The Company shall pay
all taxes (other than securities transfer taxes) and all other expenses and
charges payable in connection with the transfer of Warrants pursuant to this
Section 2.3.

                 2.4      Restrictions on Transfer.  The registered holder of
this Warrant, by acceptance hereof, agrees that prior to any transfer of this
Warrant to Holder will deliver to the Company notice of the proposed transferee
and a signed copy of the opinion of the Holder's counsel, or such other counsel
as shall be acceptable to the Company, as to the necessity or non-necessity for
registration under the Securities Act of 1933, as amended (the "Securities
Act") and any applicable state securities or blue sky laws in connection with
such exercise or such transfer.  The following provisions shall then apply:

                 (a)      If, in the opinion of the Holder's counsel, concurred
         in by counsel to the Company, the proposed transfer of this Warrant
         may be effected without registration under the Securities Act and any
         applicable state securities or blue sky laws, then the Holder shall be
         entitled to transfer this Warrant in accordance with the notice
         delivered by the Holder to the Company.

                 (b)      If, in the opinion of said counsel, concurred in by
         counsel to the Company, the proposed transfer of this Warrant may not
         be effected without registration under the Securities Act and any
         applicable state securities or blue sky laws, the Holder shall not be
         entitled to transfer this Warrant unless and until such registration
         is effected or until the opinion contemplated by paragraph (a), above,
         can be delivered.

                 2.5      Expenses of Delivery of Warrants.  The Company shall
pay all expenses, taxes (other than taxes on the income of the Holder) and
other charges payable in connection with the preparation, issuance and delivery
of Warrants and related Warrant Shares hereunder.





                                      -3-
   36

                                                                      EXHIBIT C

                 3.       Reservation of Shares

                 The Company covenants that it will at all times reserve and
keep available out of its treasury common stock or authorized but unissued
Common Stock, solely for the purpose of issue upon exercise of this Warrant,
such number of shares of Common Stock as shall then be issuable upon the
exercise in full of this Warrant.  The Company covenants that all Warrant
Shares which shall be issuable upon exercise of the Warrant shall be duly and
validly issued and fully paid and non-assessable and free from all taxes, liens
and charges with respect to the issue thereof, and that upon issuance such
shares shall be listed on each national securities exchange, if any, on which
the other shares of outstanding Common Stock are then listed.

                 4.       Adjustment of Purchase Price and Number of Shares
                          Deliverable

                 4.1      The number of Warrant Shares purchasable upon the
exercise of this Warrant and the Exercise Price hereof shall be subject to
adjustment as follows:

                 (a)      In case the Company shall (i) pay a dividend in
         shares of Common Stock or make a distribution in shares of Common
         Stock, (ii) subdivide its outstanding shares of Common Stock through
         stock split or otherwise, (iii) combine its outstanding shares of
         Common Stock into a smaller number of shares of Common Stock, or (iv)
         issue in connection with any reorganization, or by reclassification of
         its shares of Common Stock, other securities of the Company (including
         any such reorganization or reclassification in connection with a
         consolidation or merger in which the Company is the continuing
         corporation), the number of Warrant Shares purchasable upon exercise
         of this Warrant immediately prior thereto shall be adjusted so that
         the Holder shall be entitled to receive the kind and number of Warrant
         Shares or other securities of the Company which such Holder would have
         owned or have been entitled to receive after the happening of any of
         the events described above, had this Warrant been exercised
         immediately prior to the happening of such event or any record date
         with respect thereto.  An adjustment made pursuant to this paragraph
         (a) shall become effective retroactively as of the record date of such
         event.

                 (b)      In case the Company shall issue rights, options or
         warrants or securities convertible into Common Stock to the holders of
         its Common Stock generally, entitling them (for a period expiring
         within 45 days after the record date mentioned below in this paragraph
         (b)) to subscribe for or purchase shares of Common Stock at a price
         per share which (together with the value of the consideration, if any,
         paid for such rights, options, warrants or convertible securities) is
         lower at the record date mentioned below than the then Market Price
         Per Share of Common Stock, the number of Warrant Shares thereafter
         purchasable upon the exercise of this Warrant shall be determined by
         multiplying the number of Warrant Shares immediately theretofore
         purchasable upon exercise of this Warrant by a fraction, of which the
         numerator shall be the number of shares of Common Stock outstanding on
         such record date plus the number of additional shares of Common Stock
         offered for subscription or purchase, and of which the denominator
         shall be the number of shares of Common Stock outstanding on such
         record date plus the number of shares which the aggregate offering
         price 





                                      -4-
   37

                                                                      EXHIBIT C

         of the total number of shares of Common Stock so offered would
         purchase at the then Market Price Per Share of Common Stock.  Such 
         adjustment shall be made whenever such rights, options, warrants or 
         convertible securities are issued, and shall become effective 
         retroactively as of the record date for the determination of 
         shareholders entitled to receive such rights, options, warrants or 
         convertible securities.

                 (c)      In case the Company shall distribute to the holders
         of its Common Stock generally, or the holders of its Common Stock
         generally shall otherwise become entitled to receive, shares of
         capital stock of the Company (other than dividends or distributions on
         its Common Stock referred to in paragraph (a) above), evidences of its
         indebtedness or rights, options, warrants or convertible securities
         providing the right to subscribe for or purchase any shares of the
         Company's capital stock or evidences of its indebtedness (other than
         any rights, options, warrants or convertible securities referred to in
         paragraph (b), above), then in each case the number of Warrant Shares
         thereafter purchasable upon the exercise of this Warrant shall be
         determined by multiplying the number of Warrant Shares theretofore
         purchasable upon the exercise of this Warrant, by a fraction, of which
         the numerator shall be the then Market Price Per Share of Common Stock
         on the record date mentioned below in this paragraph (c), and of which
         the denominator shall be the then Market Price Per Share of Common
         Stock on such record date, less the then fair value (as determined by
         the Board of Directors of the Company, in good faith) of the portion
         of the shares of the Company's capital stock (other than dividends or
         distributions on its Common Stock referred to in paragraph (a) above),
         evidences of indebtedness, or rights, options, warrants or convertible
         securities, distributable with respect to each share of Common Stock.
         Such adjustment shall be made whenever any such distribution is made,
         and shall become effective retroactively as of the record date for the
         determination of shareholders entitled to receive such distribution.

                 (d)      In the event of any capital reorganization or any
         reclassification of the capital stock of the Company (other than a
         reorganization or reclassification referred to in paragraph (a) above)
         or in case of the consolidation or merger of the Company with another
         corporation (other than a consolidation or merger in which the Company
         is the surviving corporation), or in the case of any sale, transfer or
         other disposition to another corporation of all or substantially all
         the properties and assets of the Company in which holders of Common
         Stock receive securities or property, the Holder shall thereafter be
         entitled to purchase (and it shall be a condition to the consummation
         of any such reorganization, reclassification, consolidation, merger,
         sale, transfer or other disposition that appropriate provisions shall
         be made so that such Holder shall thereafter be entitled to purchase)
         the kind and amount of shares of stock and other securities and
         property (including cash) receivable in such transaction which this
         Warrant entitled the Holder to purchase immediately prior to such
         reorganization, reclassification, consolidation, merger, sale,
         transfer or other disposition; and in any such case appropriate
         adjustments shall be made in the application of the provisions of this
         Article 4 with respect to rights and interest thereafter of the Holder
         under this Warrant to the end that the provisions of this Article 4
         shall thereafter be applicable, as near as reasonably may be, in
         relation to any shares or other property thereafter purchasable upon
         the exercise of this Warrant.  The provisions of this Section 4.1(d)
         shall similarly apply to





                                      -5-
   38

                                                                      EXHIBIT C

         successive reorganizations, reclassifications, consolidations,
         mergers, sales, transfers or other dispositions.

                 (e)      With respect to any adjustment in the number of
         Warrant Shares issuable and/or the Exercise Price under Sections
         4.1(b), (c), (d) or (g) resulting from the issuance or distribution of
         any rights, options, warrants or convertible securities providing for
         the right to purchase or subscribe for Common Stock of the Company
         ("Common Stock Equivalents"):

                         (i)      no further adjustment of the number of
                 Warrant Shares issuable or the Exercise Price will be made
                 upon the subsequent issue or sale of, the exercise of, or the
                 conversion or exchange of, such Common Stock;

                        (ii)      if such Common Stock Equivalents by their
                 terms provide, with the passage of time or otherwise, for any
                 increase or decrease in the consideration payable to the
                 Company, or increase or decrease in the number of shares of
                 Common Stock issuable upon the exercise, conversion, or
                 exchange of such Common Stock Equivalent (by change of rate or
                 otherwise), the number of Warrant Shares issuable pursuant to
                 this Warrant and the Exercise Price computed upon original
                 issuance or distribution (or upon the occurrence of the record
                 date with respect thereto), and any subsequent adjustments
                 based on the existence of such Common Stock Equivalent will,
                 as to any Warrant Shares remaining unissued upon any such
                 increase or decrease becoming effective, be recomputed to
                 reflect such increase or decrease or any change in the rights
                 of conversion or exchange under such Common Stock Equivalents
                 that are outstanding at such time;

                       (iii)      upon the expiration (or purchase by the
                 Company and cancellation or retirement) of any such Common
                 Stock Equivalent that has not been exercised or the expiration
                 of any rights of conversion or exchange under any such Common
                 Stock Equivalent that (or purchase by the Company and
                 cancellation or retirement of any such Common Stock Equivalent
                 the rights of conversion or exchange under which) have not
                 been exercised, the number of Warrant Shares issuable pursuant
                 to this Warrant and the Exercise Price computed upon the
                 original issuance or distribution of such Common Stock
                 Equivalent (or upon the occurrence of the record date with
                 respect thereto), and any subsequent adjustments based on the
                 existence of such Common Stock Equivalent, will, as to any
                 Warrant Shares remaining unissued upon such expiration (or
                 such cancellation or retirement, as the case may be), be
                 recomputed as if the only shares of Common Stock issued or
                 sold were the shares of Common Stock, if any, actually issued
                 or sold upon the exercise of such rights, options or warrants
                 or the conversion or exchange of such convertible securities
                 and the consideration received therefor was the consideration
                 actually received by the Company for the issuance or
                 distribution of all such rights, options or warrants, whether
                 or not exercised, plus the consideration actually received by
                 the Company upon such exercise, or for the issuance or
                 distribution of all such convertible securities 


                                      -6-
   39

                                                                      EXHIBIT C

                 that were actually converted or exchanged, plus the
                 additional consideration, if any, actually received by the     
                 Company upon such conversion or exchange;

                        (iv)      no readjustment pursuant to clause (ii) or
                 (iii) above will have the effect of increasing the Exercise
                 Price by an amount in excess of the amount of the adjustment
                 of the Exercise Price originally made in respect of the
                 issuance or distribution of such Common Stock Equivalents; and

                         (v)      in the case of any such rights, options or
                 warrants that expire by their terms not more than 60 days
                 after the date of their issuance or distribution, no
                 adjustment of the Exercise Price will be made until the
                 expiration or exercise of all such rights, options or
                 warrants, whereupon such adjustment shall be made in the
                 manner provided in clause (iii) above.

                 (f)      For avoidance of doubt, any adjustment pursuant to
         this Section 4.1 shall be apportioned ratably among all unissued
         Warrant Shares issuable pursuant to this Warrant.

                 (g)      Whenever the number of Warrant Shares purchasable
         upon the exercise of this Warrant is adjusted, as provided in this
         Section 4.1, the Exercise Price payable upon exercise of this Warrant
         shall be adjusted by multiplying such Exercise Price immediately prior
         to such adjustment by a fraction, of which the numerator shall be the
         number of Warrant Shares purchasable upon the exercise of each Warrant
         immediately prior to such adjustment, and of which the denominator
         shall be the number of Warrant Shares so purchasable immediately
         thereafter.

                 4.2      In the event the Company shall declare a dividend, or
make a distribution to the holders of its Common Stock generally, whether in
cash, property or assets of any kind, including any dividend payable in stock
or securities of any other issuer owned by the Company (excluding regularly
payable cash dividends declared from time to time by the Company's Board of
Directors or any dividend or distribution referred to in Section 4.1(a) or (c)
above), the Exercise Price shall be reduced, without any further action by the
parties hereto, by the Per Share Value (as hereinafter defined) of the
dividend.  For purposes of this Section 4.2, the "Per Share Value" of a cash
dividend or other distribution shall be the dollar amount of the distribution
on each share of Common Stock and the "Per Share Value" of any dividend or
distribution other than cash shall be equal to the fair market value of such
non-cash distribution on each share of Common Stock as determined in good faith
by the Board of Directors of the Company.

                 4.3      No adjustment in the number of Warrant Shares
purchasable under this Warrant, or in the Exercise Price thereof, shall be
required unless such adjustment would require an increase or decrease of at
least $.10 in the Exercise Price; provided, however, that any adjustments which
by reason of this Section 4.3 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All final results
of adjustments to the Exercise Price and the number of Warrant Shares shall be
rounded to the nearest cent or the nearest one thousandth of a share, as the
case may be.  Anything in this Section 4 to the contrary notwithstanding, the
Company 





                                      -7-
   40

                                                                      EXHIBIT C

shall be entitled, but shall not be required, to make such changes in
the number of Warrant Shares purchasable upon the exercise of this Warrant, or 
in the Exercise Price, in addition to those required by such Section, as in 
its discretion shall determine to be advisable in order that any event 
referred to in Section 4.1 or 4.2 of this Agreement shall not result in any 
tax to the holders of its Common Stock or securities convertible into Common 
Stock, provided that the Holder is not otherwise prejudiced by such changes.

                 4.4      Whenever the number of Warrant Shares purchasable
upon the exercise of this Warrant and/or the Exercise Price is adjusted, as
herein provided, the Company shall mail to the Holder, at the address of the
Holder shown on the books of the Company, a notice of such adjustment or
adjustments, prepared and signed by the Chief Financial Officer or Secretary of
the Company, which sets forth the number of Warrant Shares purchasable upon the
exercise of this Warrant and the Exercise Price after such adjustment, together
with a brief statement of the facts requiring such adjustment and the
computation by which such adjustment was made.

                 4.5      If at any time prior to the expiration of this
Warrant and prior to its exercise any event referred to in Section 4.1 or 4.2
of this Agreement occurs which has an effect on the Exercise Price or the kind
and amount of the shares of stock or other securities or property deliverable
upon exercise of this Warrant (each such event hereinafter being referred to as
a "Notification Event"), the Company shall cause to be mailed to the Holder not
less than 20 days prior to the record date, if any, in connection with such
Notification Event (or such other date as such notice is given to the holders
of Common Stock generally; provided, however, that if there is no record date,
or if 20 days prior notice is impracticable, such notice shall be given as soon
as is practicable) written notice specifying the nature of such event and the
effective date of, or the date on which the books of the Company shall close or
a record shall be taken with respect to, such event.  Such notice shall also
set forth facts indicating the effect of such action (to the extent such effect
may be known at the date of such notice) on the Exercise Price and the kind and
amount of the shares of stock or other securities or property deliverable upon
exercise of this Warrant.

                 4.6      The form of the certificate representing this Warrant
need not be changed because of any change in the Exercise Price or any change
in the kind or amount of the shares of stock or other securities or property
deliverable upon exercise of this Warrant, and any such certificates issued
before or after such change may state the same Exercise Price and the same kind
or amount of shares of stock or other securities or property deliverable upon
exercise as certificates theretofore issued.  The Company may, however, at any
time, in its sole discretion, make any change in the form of such certificate
that it may deem appropriate in order to give effect to the provisions of this
Article 4, and such certificates thereafter issued or countersigned, whether in
exchange or substitution for an outstanding certificate or otherwise, may be in
the form as so changed.

                 5.       Definition of Change in Control; Determination of 
                          Market Price Per Share

                 (a)      As used herein, the term "Change in Control" shall
mean a change in control of the Company of a nature that would be required to
be reported in response to Item 6(e) of 





                                      -8-
   41

                                                                      EXHIBIT C

Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), provided, that, without limitation, such a change
in control shall be deemed tohave occurred if (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding voting securities or
(ii) during any period of 24 consecutive months, individuals (y) who at the
beginning of such period constitute the Board of Directors of the Company or
(z) whose election, appointment or nomination for election was approved prior
to such election or appointment by a vote of a majority of the directors in
office immediately prior to such election or appointment who were directors at
the beginning of such two-year period (other than any directors who prior to
the Change in Control were associated or affiliated with any person involved
with any Change in Control or attempted Change in Control), cease for any
reason to constitute at least a majority of the Board of Directors of the
Company.
        
                 (b)      As used herein, the "Market Price Per Share" with
respect to any date shall  mean the closing price per share of Common Stock for
the trading day immediately preceding such date; provided, that for purposes of
Article 4 hereof, such term shall mean the average of the closing prices per
share of the Common Stock for the 20 consecutive trading days ending on the
trading day immediately preceding such date.  The closing price for each such
day shall be the last sale price regular way or, in case no such sale takes
place on such day, the average of the closing bid and asked prices regular way,
in either case on the principal securities exchange on which the shares of
Common Stock of the Company are listed or admitted to trading; the last sale
price, or in case no sale takes place on such day, the average of the closing
bid and asked prices of the Common Stock on NASDAQ or any comparable system; or
if the Common Stock is not reported on NASDAQ or a comparable system, the
average of the closing bid and asked prices as furnished by two members of the
National Association of Securities Dealers, Inc. selected from time to time by
the Company for that purpose.  If such bid and asked prices are not available,
then "Market Price Per  Share" shall be equal to the fair market value of the
Company's Common Stock as determined in good faith by the Board of Directors of
the Company.

                 6.       Rights to Transfer

                 All Warrant Shares issuable hereunder shall be freely
transferable by the Holder.

                 7.       Covenant of the Company

                 The Company covenants and agrees that this Warrant shall be
binding upon any corporation succeeding to the Company by merger, consolidation
or acquisition of all or substantially all of the Company's assets, and that
any agreement providing for any such acquisition of all or substantially all of
the Company's assets will expressly so provide.





                                      -9-
   42

                                                                      EXHIBIT C

                 8.       Miscellaneous

                 8.1      Entire Agreement.  This Warrant contains the entire
agreement between the Holder and the Company with respect to its subject matter
and supersedes all prior arrangements or understanding with respect thereto.

                 8.2      Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware.

                 8.3      Waiver and Amendment.  Any term or provision of this
Warrant may be waived at any time by the party which is entitled to the
benefits thereof and any term or provision of this Warrant may be amended or
supplemented at any time by agreement of the holder hereof and the Company,
except that any waiver of any term or condition of this Warrant, or any
amendment or supplement thereto, must be in writing signed by each party to be
charged.  A waiver of any breach or failure to enforce any of the terms or
conditions of this Warrant by a party shall not in any way affect, limit or
waive such party's rights hereunder at any time to enforce strict compliance
thereafter with every term or condition of this Warrant.

                 8.4      Illegality.  In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not be in any way impaired.

                 8.5      Copy of Warrant.  A copy of this Warrant shall be
filed among the records of the Company.

                 8.6      Notices.  Any notice or other document required or
permitted to be given or delivered to the Holder shall be delivered at, or sent
by overnight courier or certified or registered mail to such Holder at, the
last address shown on the books of the Company maintained at the Warrant Office
for the registration of this Warrant or at any more recent address of which the
Holder hereof shall have notified the Company in writing.  Any notice or other
document required or permitted to be given or delivered to the Company, other
than such notice or documents required to be delivered to the Warrant Office,
shall be delivered at, or sent by overnight courier or certified or registered
mail to, the office of the Company at 5400 LBJ Freeway, Tower One, Suite 300,
Dallas, Texas 75240 or such other address within the continental United States
of America as shall have been furnished by the Company to the holders of this
Warrant.

                 8.7      Limitation of Liability; Not Stockholders.  No
provision of this Warrant shall be construed as conferring upon the Holder the
right to vote, consent, receive dividends or receive notices other than as
herein expressly provided in respect of meetings of stockholders for the
election of directors of the Company or any other matter whatsoever as a
stockholder of the Company.  No provision hereof, in the absence of affirmative
action by the Holder to purchase or otherwise acquire shares of Common Stock,
and no mere enumeration herein of the rights or privileges of the Holder, shall
give rise to any liability of the Holder for the purchase price of any shares
of Common Stock or 





                                      -10-
   43
                                                                      EXHIBIT C

as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

                 8.8      Exchange, Loss, Destruction, etc. of Warrant.  Upon
receipt of evidence satisfactory to the Company of the loss, theft, mutilation
or destruction of this Warrant, and in the case of any such loss, theft or
destruction upon delivery of a bond of indemnity in such form and amount as
shall be reasonably satisfactory to the Company, or in the event of such
mutilation upon surrender and cancellation of this Warrant, the Company will
make and deliver a new Warrant of like tenor, in lieu of such lost, stolen,
destroyed or mutilated Warrant.  Any Warrant issued under the provisions of
this Section 8.8 in lieu of any Warrant alleged to be lost, destroyed or
stolen, or in lieu of any mutilated Warrant, shall constitute an original
contractual obligation on the part of the Company.  This Warrant shall be
promptly canceled by the Company upon the surrender hereof in connection with
any exchange or replacement.  The Company shall pay all taxes (other than
securities transfer taxes) and all other expenses and charges payable in
connection with the preparation, execution and delivery of Warrants pursuant to
this Section 8.8.
        
                 8.9      Headings.  The Article and Section and other headings
herein are for convenience only and are not a part of this Warrant and shall
not affect the interpretation thereof.

                 IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by its officers thereunto duly authorized and its corporate seal
to be affixed hereon, as of this 21st day of June, 1996.

                                        USA WASTE SERVICES, INC.


                                        By: 
                                           -------------------------------------
                                           Name:
                                           Title:


Attest:



- ----------------------------
Name:
Title:





                                      -11-
   44
                                                                      EXHIBIT C

                                                                      Exhibit A


                              SUBSCRIPTION NOTICE

                 The undersigned, the Holder of the Warrant accompanying this
notice, hereby elects to exercise purchase rights represented by said Warrant
for, and to purchase thereunder, ___ Warrant Shares covered by said Warrant and
herewith makes payment in full therefor pursuant to Section 1.2 of such
Warrant.

                 The undersigned requests (a) that certificates for such
Warrant Shares (and any other securities or property issuable upon such
exercise) be issued in the name of, and delivered to, _______________ and 
(b) if such Warrant Shares shall not include all of the Warrant Shares 
issuable as provided in said Warrant, that a new Warrant of like tenor and 
date for the balance of the Warrant Shares issuable thereunder be delivered 
to the undersigned.



                                        ----------------------------------------
                                        Name of Holder



                                        ----------------------------------------
                                        Signature



                                        Address:


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

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

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




                                      -12-
   45
                                                                      EXHIBIT C

                                                                      Exhibit B


                              NOTICE OF CONVERSION

                 The undersigned hereby irrevocably elects to convert, pursuant
to Section 1.3 of the Warrant, the undersigned's right to purchase __________
Conversion Shares pursuant to the accompanying Warrant into shares of the
Common Stock of the Company.  The number of shares of the Common Stock of the
Company to be received by the undersigned shall be calculated in accordance
with the provisions of Section 1.3 of the accompanying Warrant.

                 The undersigned hereby requests (a) that certificates for such
shares (and any other securities or property issuable upon such exercise) be
issued in the name of, and delivered to, ______________ and (b) the Conversion
Shares referred to above shall not include all of the Warrant Shares issuable
as provided in said Warrant, that a new Warrant of like tenor and date for the
balance of the Warrant Shares issuable thereunder be delivered to the
undersigned.



                                        ----------------------------------------
                                        Name of Holder



                                        ----------------------------------------
                                        Signature



                                        Address:


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

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

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





                                      -13-

   1

                                                                    EXHIBIT 10.2

                    EMPLOYMENT AND NONCOMPETITION AGREEMENT


         THIS AGREEMENT dated as of June 22, 1996 by and among Sanifill, Inc.,
a Delaware corporation ("Sanifill"), USA Waste Services, Inc., a Delaware
corporation ("USA"), and Lorne D. Bain, an individual residing in Houston,
Texas ("Bain").

                                R E C I T A L S:

         USA is acquiring through merger into one of its wholly-owned
subsidiaries all of the stock of Sanifill; and

         Bain is the Chairman of the Board and Chief Executive Officer of
Sanifill; and

         USA and Sanifill desire to retain the services and assistance of Bain
as an employee for a significant period after consummation of the acquisition
of Sanifill by USA and to secure from Bain a noncompetition agreement which
will supplant Bain's existing non-competition agreement with Sanifill, the
terms of which will, among other things, increase the length of the restriction
term, increase the breadth of the location in which such restrictions apply and
broaden the scope of activities restricted; and

         Bain is willing to provide services and assistance to USA and Sanifill
for such a significant period and is agreeable to entering into a
noncompetition agreement; and

         Bain has certain contractual relationships with Sanifill concerning
his employment and compensation; and

         USA, Sanifill and Bain desire to enter into this Agreement which will
amend, as specifically stated herein, certain contractual agreements between
Bain and Sanifill.

         NOW, THEREFORE, it is hereby covenanted and agreed by and among the
parties as follows:

         1.      Employment:  USA and Sanifill (the "Companies") hereby retain
and engage Bain as an employee to provide services and advice during the term
of this Agreement hereinafter stated and subject to the further terms and
conditions of this Agreement.  Bain hereby agrees to provide such services
during the term of this Agreement hereinafter stated and subject to the further
terms and conditions of this Agreement.

         2.      Employment Term:  The employment period ("Employment Period")
shall commence upon the consummation of the acquisition of the stock of
Sanifill by USA through merger of Sanifill with a wholly-owned subsidiary of
USA (the "Merger") pursuant to that certain Agreement and Plan of Merger of
even date herewith ("Merger Agreement")  by and among USA, Quatro Acquisition
Corp., and Sanifill ("Employment Commencement Date") and shall end on the
earlier of (i) the first anniversary of the Employment Commencement Date or 
such subsequent anniversary thereof as may be selected by the Companies 
provided they give Bain notice thereof at least 60 days prior to the 
   2
then-scheduled termination of the Employment Period or (ii) such earlier date,
if any, as may be selected by Bain provided he gives 30 days' notice thereof to
the Companies ("Employment Termination Date").

         3.      Employment Duties and Services:  During the Employment Period
Bain shall provide advice and services to assist with the integration of the
Companies following the consummation of the Merger, as well as such other
services as reasonably requested from time to time by the chief executive
officer of USA.  The services to be provided shall be commensurate with Bain's
training, background and experience as an experienced and highly sophisticated
executive in the waste management business, and shall be of a type that might
reasonably be expected to be provided by a senior executive of a publicly
traded company (such duties and services are hereinafter sometimes referred to
as "Employment Services").  In providing the Employment Services, Bain shall
not be called upon to travel excessively or remain apart from his principal
place of residence (which is presently in Houston, Texas and may be changed by
Bain in his sole discretion) for unreasonably extended  periods and the parties
contemplate that in the usual course the Employment Services will be performed
either at the location of Bain's choice (including from his residence) or at
USA's principal executive offices (which are  being relocated to Houston, Texas
to the present executive offices of Sanifill).  All services provided by Bain
hereunder shall be in the capacity of a common law employee of USA, and in
connection therewith Bain shall be subject to the direction of the chief
executive officer of USA with respect to both the manner in which he performs
his duties hereunder and the results to be accomplished thereby.

         4.      Compensation:  (a) For and in consideration of the agreement
by Bain to provide the Employment Services and to be available to perform such
services, USA and Sanifill hereby jointly and severally agree to provide the
following compensation:

                 (i)      During the Employment Period, Bain shall be paid
$41,666.67 on a monthly basis (or $19,230.77 on a biweekly basis), in arrears.

                 (ii)     During the Employment Period, Bain shall be provided
health, hospitalization and major medical insurance or equivalent coverage not
less favorable to Bain and his family than that presently available to Bain
under Sanifill's medical benefits plans, at no premium cost to Bain; provided,
Bain shall not be required to participate, as a condition to maximum medical
benefits, in any health maintenance organization, preferred provider
arrangement or any other similar program or practice that might restrict Bain's
selection of medical services providers.  Such coverage shall be continued for
the entire period for the benefit of Bain's family even should Bain die prior
to the Employment Termination Date.

                 (b)      In consideration of Bain agreeing to the
noncompetition provisions of paragraph 7, commencing with August 26, 2001, the
day on which Bain becomes 60 years old ("Annuity Commencement Date"), USA
hereby agrees to pay Bain $25,000 on a monthly basis, in arrears ("Primary
Annuity").  The Primary Annuity shall be paid until and terminate on the last
day of the month during which the death of Bain occurs ("Primary Annuity





                                      -2-
   3
Termination Date"). Commencing with the day after the Primary Annuity
Termination Date (or, if Bain dies before reaching age 60, commencing with the
date on which he would have become 60 years old), if Bain was married to his
present wife, Michelle Bain, on the date of his death ("Spouse"), such spouse
shall be paid on a monthly basis, in arrears, $12,500 ("Spouse Annuity").  The
Spouse Annuity shall be paid until and terminate upon the last day of the month
during which the death of Spouse occurs.

         5.      Office and Secretary:  During the Employment Period, Bain
shall be provided with appropriate office space and secretarial assistance.

         6.      Expenses:  Bain shall be promptly reimbursed for all
reasonable expenses incurred in performing Employment Services.

         7.      Noncompetition:  (a)  Bain covenants and agrees that except in
connection with his duties under this Agreement, during a period of 10 years
commencing with the Employment Commencement Date (the "Non-Compete Term") he
will not, without the prior written consent of the board of directors of USA
(1) engage directly or indirectly as an officer, director, employee,
consultant, partner, agent, independent contractor, advisor, shareholder
exceeding 1/2% of the capital stock or for reasons other than passive
investment, or owner in any business entity or venture (i) in substantial
competition with the business of USA or its affiliates (for purposes of this
paragraph USA and its affiliates shall be collectively referred to as the
"Company") as that business is constituted from time to time within a 75 mile
radius of the home offices of the Company or any location where the Company is
engaged in business or (ii) which acquires or attempts to acquire a business
which was considered for acquisition by the Company during the Non- Compete
Term and which the Company is then continuing to pursue as a prospective
acquisition; (2) call upon any customers of the Company for the purposes of
soliciting or selling any services nor (3) solicit, take away, hire, employ or
endeavor to employ any person who is an employee of the Company at that time.

                 (b)      For purposes of this Agreement "soliciting" or
"selling" of services shall include:

                 (i)      Soliciting or participating or aiding in the
                          solicitation of, as an employee, owner, consultant,
                          partner, agent or otherwise, customers for the sale
                          or provision of the same or similar products sold or
                          services provided by the Company, its parent,
                          affiliates or subsidiaries; or




                                      -3-
   4
                 (ii)     Employing or attempting to employ any executive of
                          the Company, or inducing any executive of the Company
                          to leave the Company's employ, or interfering with,
                          disrupting or attempting to disrupt any past, present
                          or prospective relationship, contractual or
                          otherwise, between the Company, its parent,
                          affiliates or subsidiaries and any customer, supplier
                          or employee of the Company, its parent, affiliates or
                          subsidiaries; or

                 (iii)    Establishing, entering into, becoming employed by or
                          for, advising, consulting with or becoming a part of,
                          any company, partnership, corporation or other
                          business entity or venture or in any way engaging in
                          business for himself or for others, in competition
                          with the Company.

                 (c)      For purposes of this Agreement, a business shall be
considered to be in substantial competition with the Company or its affiliates
only if a substantial portion of its business is involved in waste handling,
disposal, treatment, collection, waste minimization or recycling or other
businesses in which the Company has been engaged or is the subject of then
current planning and development activities.

         8.      Certain Additional Payments by the Companies:  (a)  Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by or on behalf of any of the
Companies or any of their affiliates to or for the benefit of Bain (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional
payments required under this paragraph 8) (a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code  of 1986, as
amended ("Code"), or any interest or penalties are incurred by Bain with
respect to such excise tax (such excise tax, together with any such interest
and penalties, are hereinafter collectively referred to as the "Excise Tax"),
then Bain shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by Bain of all taxes (including
any interest or penalties imposed with respect to such taxes), including,
without limitation, any income taxes (and any interest and penalties imposed
with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Bain
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.

                 (b)      Subject to the provisions of paragraph 8 (c), all
determinations required to be made under this paragraph 8, including whether
and when Gross-Up Payment is required and the amount of such Gross-Up Payment
and the assumptions to be utilized in arriving at such determination, shall be
made by a nationally recognized accounting firm selected by USA (the
"Accounting Firm"); provided, however, that the Accounting Firm shall not
determine that no Excise Tax is payable by Bain unless it delivers to Bain a
written opinion (the "Accounting Opinion") that failure to report the Excise
Tax on Bain's applicable federal income tax return would not result in the
imposition of a negligence or similar penalty.  All fees and expenses of the
Accounting Firm shall be borne solely by the Companies.  Within 15 business
days of the receipt of notice from Bain that there has been a 




                                      -4-
   5
Payment, or such earlier time as is requested by the Companies, the Accounting
Firm shall make all determinations required under this paragraph 8, shall
provide to the Companies and Bain a written report setting forth such
determinations, together with detailed supporting calculations, and, if the
Accounting Firm determines that no Excise Tax is payable, shall deliver the
Accounting Opinion to Bain. Any Gross-Up Payment, as determined pursuant to this
paragraph 8, shall be paid by the Companies to Bain within five days of the
receipt of the Accounting Firm's determination.  Subject to the remainder of
this paragraph 8, any determination by the Accounting Firm shall be binding upon
the Companies and Bain.  As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Companies should have been made ("Underpayment"),
consistent with the calculations required to be made hereunder.  In the event
that it is ultimately determined in accordance with the procedures set forth in
paragraph 8(c) that Bain is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Companies to or for the
benefit of Bain.

                 (c)      Bain shall notify the Companies in writing of any
claims by the Internal Revenue Service that, if successful, would require the
payment by the Companies of the Gross-Up Payment.  Such notification shall be
given as soon as practicable but no later than 30 days after Bain actually
receives notice in writing of such claim and shall apprise the Companies of the
nature of such claim and the date on which such claim is requested to be paid;
provided, however, that the failure of Bain to notify the Companies of such
claim (or to provide any required information with respect thereto) shall not
affect any rights granted to Bain under this paragraph 8 except to the extent
that the Companies are materially prejudiced in the defense of such claim as a
direct result of such failure.  Bain shall not pay such claim prior to the
expiration of the 30-day period following the date on which he gives such
notice to the Companies (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due).  If the Companies notify
Bain in writing prior to the expiration of such period that it desires to
contest such claim, Bain shall:

                 (i)      give the Companies any information reasonably
         requested by the Companies relating to such claim;

                 (ii)     take such action in connection with contesting such
         claim as the Companies shall reasonably request in writing from time
         to time, including, without limitation, accepting legal representation
         with respect to such claim by an attorney selected by the Companies
         and reasonably acceptable to Bain;

                 (iii)    cooperate with the Companies in good faith in order
         effectively to contest such claim; and

                 (iv)     if the Companies elects not to assume and control the
         defense of such claim, permit the Companies to participate in any
         proceedings relating to such claim;

provided, however, that the Companies shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and 




                                      -5-
   6
hold Bain harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses.  Without limitation on
the foregoing provisions of this paragraph 8(c), the Companies shall have the
right, at their sole option, to assume the defense of and control all
proceedings in connection with such contest, in which case it may pursue or
forego any and all administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such claim and may either direct Bain to
pay the tax claimed and sue for a refund or contest the claim in any permissible
manner, and Bain agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Companies shall determine; provided, however, that if
the Companies direct Bain to pay such claim and sue for a refund, the Companies
shall advance the amount of such payment to Bain, on an interest-free basis and
shall indemnify and hold Bain harmless, on an after-tax basis, from any Excise
Tax or income tax (including interest or penalties with respect thereto) imposed
with respect to such advance or with respect to any imputed income with respect
to such advance; and further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable year of Bain with
respect to which such contested amount is claimed to be due is limited solely to
such contested amount.  Furthermore, the Companies's right to assume the defense
of and control the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and Bain shall be entitled to settle
or contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

                 (d)      If, after the receipt by Bain of an amount advanced
by the Companies pursuant to paragraph 8(c) Bain becomes entitled to receive
any refund with respect to such claim, Bain shall (subject to the Companies's
complying with the requirements of paragraph 8(c) promptly pay to the Companies
the amount of such refund (together with any interest paid or credited thereon
after taxes applicable thereto).  If, after the receipt by Bain of an amount
advanced by the Companies pursuant to paragraph 8(c), a determination is made
that Bain shall not be entitled to any refund with respect to such claim and
the Companies do not notify Bain in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.

         9.      Scope of Agreement: (a) This Agreement constitutes the entire
understanding of the parties with respect to Employment Services and
compensation to be paid to or in respect of Bain during or after the Employment
Term in respect of the covenants and services provided by Bain herein.  This
Agreement does not supersede, override or replace or impact any employee
benefit plan, program, practice or arrangement of Sanifill as such may apply to
Bain, except as is specifically provided for herein and except that it is
understood and agreed that Sanifill shall not pay any bonus to Bain in respect
of services for 1996.  The terms and conditions of any (i) stock options
granted to Bain by either Sanifill or USA, (ii) any restricted stock grant to
Bain by either Sanifill or USA and (iii) any deferred compensation arrangement
between Bain and either USA or Sanifill are not modified, amended or superseded
by this Agreement.  Indemnification provided to Bain by Sanifill or its
successors or pursuant to the Merger Agreement shall not be modified, amended
or superseded by this Agreement.




                                      -6-
   7
                 (b)      Notwithstanding the continuation of Bain's employment
after the consummation of the Merger as contemplated hereby, and notwithstanding
any provision of the Employment Agreement between Bain and Sanifill dated as of
March 1, 1996 (the "March Agreement") to the contrary, Sanifill shall begin
making payments and providing benefits pursuant to Sections 6(a) and  6(d) of
the March Agreement immediately upon consummation of the Merger and shall
thereafter continue to make such payments and provide such benefits pursuant to
and in accordance with the terms of such Sections 6(a) and 6(d).  Each of the
three bonus payments contemplated by such Section  6(d) shall be equal to the
average of the bonus payments made to Bain by Sanifill in respect of the years
1993, 1994 and 1995.  It is specifically agreed that the title, job description
and level of responsibility contemplated hereby shall constitute a diminution as
contemplated by the second sentence of Section 5(a)(4) of such Employment
Agreement, as amended hereby and that the termination of Bain's employment for
any reason at any time after the Merger and at or prior to the termination of
the Employment Period shall be deemed to constitute an "involuntary termination
by the Company without good cause" as contemplated by Section 5(a)(4) of the
March Agreement for purposes of Section 6(f) thereof.

         10.     Successors:  (a)  This Agreement is personal to Bain and
without the prior written consent of USA shall not be assignable by Bain
otherwise than by will or the laws of descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by Bain's heirs, executors and
other legal representatives.

                 (b)      This Agreement shall inure to the benefit of and be
binding upon the Companies and may only be assigned to a successor only as
described in paragraph 10(c).

                 (c)      USA will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of USA to assume expressly and
agree to perform this Agreement in the same manner and to the same extent that
USA would be required to perform it if no such succession had taken place.

         11.     Miscellaneous:  (a)  This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without reference
to principles of conflict of laws that would require the application of the
laws of any other state or jurisdiction.

                 (b)      The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

                 (c)      This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and heirs, executors and other legal representatives.

                 (d)      All notices and other communications hereunder shall
be in writing and shall be given by telecopy or facsimile transmission, by hand
delivery or by registered or certified mail, return receipt requested, postage
prepaid, addressed to such address as either party shall have furnished to the
other in writing.  Notices to the Companies shall be to the attention of the
chief executive officer.  Notice and communications shall be effective when
actually received by the addressee.

                 (e)      The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.




                                      -7-
   8
                 (f)      Bain's or the Companies' failure to insist upon
strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right Bain or the Companies may have
hereunder, shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement.

                 (g)      This Agreement shall become effective as of the date 
hereof.

                 IN WITNESS WHEREOF, Bain has hereunto set his hand and,
pursuant to the authorization from their boards of directors, each of Sanifill
and USA has caused these presents to be executed in its name on its behalf, as
of the date first written above.


                                        USA WASTE SERVICES, INC.
                                        
                                        
                                        
                                        By:   /s/ EARL E. DEFRATES             
                                           -------------------------------------
                                        
                                        
                                        SANIFILL, INC.
                                        
                                        
                                        
                                        By:   /s/ RODNEY R. PROTO              
                                           ------------------------------------
                                        
                                        
                                        
                                              /s/ LORNE D. BAIN            
                                        ---------------------------------------
                                        LORNE D. BAIN





                                      -8-

   1

                                                                    EXHIBIT 10.3

                            USA WASTE SERVICES, INC.
                                5400 LBJ FREEWAY
                             SUITE 300 - TOWER ONE
                              DALLAS, TEXAS 75240


                               December 18, 1995


Mr. Kosti Shirvanian
c/o Western Waste Industries
21061 South Western Avenue
Torrance, California 90501

Dear Kosti:

         This letter acknowledges our understanding concerning the expansion of
the Board of Directors of USA Waste Services, Inc. ("USA Waste") and certain
other matters relating to the merger agreement between USA Waste and one of its
subsidiaries and Western Waste Industries executed today (the "Merger
Agreement") and your employment with USA Waste after the merger is effected
pursuant to an employment agreement with USA Waste.

         In connection with the Merger Agreement, USA Waste has agreed to cause
its Board of Directors to be increased from nine members to 12.  During your
full time employment with USA Waste (but for not less than five years from the
effective date of the merger with Western), you will occupy one seat on the
Board of Directors of USA Waste (for an initial term of three years).  In
addition, for the same five year period, two seats on such Board shall be
occupied by individuals named by you subject to John Drury's approval (such
consent not to be unreasonably withheld).  One of such additional directors
will be Ms. Savey Tufonkian, who will serve an initial one year term, and the
other director shall serve an initial two year term.  In the event of the
death, resignation or removal of one or more of such directors at any time
prior to the fifth anniversary hereof, USA Waste will use its best efforts to
cause the vacancy created thereby to be filled by a person or persons agreed to
by you and John  Drury (or the then Chairman of the Board of USA Waste if not
John Drury).  In addition, the Company agrees that you will be appointed to the
Executive Committee of the Board of Directors upon consummation of the merger.

         In executing this letter, you understand that the current Board of
Directors has approved the terms of the understandings set forth in this
letter.  You further acknowledge, however, that neither USA Waste nor the
current Board of Directors of USA Waste can bind directors of USA Waste in the
future or otherwise constrain them from exercising their fiduciary duties to
act in the best interests of the stockholders of USA Waste, nor can USA Waste
or the current Board of Directors assure the election of any nominees to the
Board of Directors by the stockholders of USA Waste.
   2


         By executing this letter, you agree to support the nominations
supported by John Drury (or the then Chairman of the Board of Directors of USA
Waste) to fill any vacancies created in the Board of Directors after completion
of the merger (except as provided herein with respect to the three new
directors and any vacancies created by their death, resignation or removal) and
you agree not to take any action in your capacity as a director or as a
stockholder of USA Waste that could reasonably be expected to frustrate the
purposes intended to be accomplished by this agreement.

         If the foregoing reflects your understanding as to the matters set
forth herein, please so indicate by executing a copy of this letter in the
space set forth below.

                                        Very truly yours,

                                        USA WASTE SERVICES, INC.
                                        
                                        
                                        
                                        By:      /s/ JOHN E. DRURY              
                                            ------------------------------------
                                             John E. Drury
                                             Chairman of the Board of Directors


Agreed to and Accepted
this 18th of December, 1995



   /s/ KOSTI SHIRVANIAN                 
- ------------------------------
Kosti Shirvanian

   1

                                                                    EXHIBIT 10.4

                     [USA WASTE SERVICES, INC. LETTERHEAD]



June 21, 1996


Mr. Kosti Shirvanian
c/o Western Waste Industries
21061 South Western Avenue
Torrance, California 90501


Dear Kosti:

This letter amends and restates the first two paragraphs of our agreement set
forth in a letter to you dated December 18, 1995 (the "Prior Letter")
concerning the membership of the Board of Directors of USA Waste Services, Inc.
("USA Waste").  Those paragraphs are amended and restated to read as follows:

         In connection with the Merger Agreement between USA Waste and Western
         Waste Industries dated as of December 18, 1995, USA Waste agreed to
         cause its Board of Directors (the "Board") to be increased from nine
         members to 12.  USA Waste also agreed that during your full time
         employment with USA Waste (but for not less than five years from the
         merger with Western), you will occupy one seat on the Board (for an
         initial term of three years).  This letter amends the Prior Letter in
         that, in connection with the Merger Agreement between USA Waste and
         Sanifill, Inc. (the "Sanifill Merger Agreement"), you agree that in
         addition to your position on the Board for the same five year period
         one additional seat on the Board shall be occupied by an individual
         named by you subject to John Drury's approval (such consent not to be
         unreasonably withheld).  Such additional director will initially be
         Ms. Savey Tufenkian, who will serve an initial one year term.  In the
         event of the death, resignation or removal of one or more of such
         directors at any time prior to May 7, 2001, USA Waste will use its
         best efforts to cause the vacancy created thereby to be filled by a
         person or persons agreed to by you and John Drury (or the then
         Chairman of the Board of USA Waste if not John Drury).  In addition,
         the Company agreed that you will be appointed to the Executive
         Committee of the Board.

This letter shall constitute a binding agreement as of the date hereof but the
provisions hereof shall become effective only upon consummation of the Sanifill
Merger Agreement.  In the event that the Sanifill Merger Agreement is
terminated, this agreement shall be of no force and effect from and after the
date of such termination and the Prior Letter shall thereafter continue in full
force and effect, without giving any effect to this agreement.  Termination of
this agreement shall be without liability on the part of any of the parties
hereto.

If the foregoing reflects your understanding as to the matters set forth
herein, please so indicate by executing a copy of this letter in the space set
forth below.

                                        Very truly yours,

                                        USA WASTE SERVICES, INC.
                                        
                                        
                                        By:   /s/ JOHN E. DRURY               
                                           -------------------------------------
                                             John E. Drury
                                             Chairman of the Board of Directors


AGREED TO AND ACCEPTED THIS 21ST
DAY OF JUNE, 1996.


   /s/ KOSTI SHIRVANIAN           
- ------------------------------
Kosti Shirvanian

   1

                                                                    EXHIBIT 10.5

                     [USA WASTE SERVICES, INC. LETTERHEAD]

June 22, 1996                                                 Duplicate Original



Sanifill, Inc.
2777 Allen Parkway, Suite 700
Houston, Texas 77019

Gentlemen:

In connection with the Agreement and Plan of Merger dated June 22, 1996, by and
among USA Waste Services, Inc., Quatro Acquisition Corp. and Sanifill, Inc.
(the "Merger Agreement;" terms used in this letter agreement and not otherwise
defined herein are used as defined in the Merger Agreement), we agree that the
provisions of the Surviving Corporation's Certificate of Incorporation at the
Effective Time governing indemnification of directors and officers and related
matters shall be identical to the provisions governing such matters set forth
in the Certificate of Incorporation of Parent on the date hereof.

Very truly yours,

USA WASTE SERVICES, INC.

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


ACCEPTED AND AGREED TO THIS 22nd Day of June, 1996.

SANIFILL, INC.

 /s/ R R PROTO
- -----------------------------------------------
By:  Rodney R. Proto
Its: President

   1

                                                                    EXHIBIT 10.6

June 17, 1996


Sanifill, Inc.
2777 Allen Parkway, Suite 700
Houston, Texas 77019

Attention:       H. Steven Walton
                 Vice President-Government Affairs,
                 General Counsel & Secretary


Gentlemen:

USA Waste Services, Inc. (the "Protected Party") is prepared to furnish
Sanifill, Inc. (the "Recipient") with information relating to the Protected
Party (including information relating to its business and operations, capital
structure and other non-public information) in connection with a proposed
transaction between the Protected Party and the Recipient (the "Transaction"),
which information is confidential or otherwise generally not available to the
public (whether furnished before or after the date hereof, and regardless of
the manner in which it is furnished or whether it is specifically identified as
confidential, together with all analyses, compilations, studies or other
documents that Recipient or its Representatives (as defined below) might
prepare that contain or otherwise reflect such information, the "Confidential
Information").  The term "Confidential Information" shall not include any such
information (a) as may become generally available to the public other than as a
result of a permitted disclosure by Recipient or its Representatives (as
defined below), (b) known to Recipient on a non-confidential basis at the time
of disclosure by or acquired from a source other than the Protected Party that
was not prohibited from making disclosure or (c) subject to paragraph 4 below,
required to be disclosed in order to comply with any applicable law, order,
regulation or ruling.  Recipient has prepared and delivered to the Protected
Party, and the Protected Party will execute and adopt concurrent herewith as a
condition to the effectiveness of this letter, a letter substantially identical
to this letter providing for the same rights and conditions relating to the
provision of information by Recipient to the Protected Party in connection with
the Transaction.

As a condition to furnishing the Confidential Information to Recipient,
Recipient agrees as follows:





   2
Sanifill, Inc.
June 17, 1996
Page 2


1.       Unless otherwise agreed to in advance in writing by the Protected
         Party, Recipient agrees (a) except as required by judicial,
         administrative or governmental proceedings, to keep all Confidential
         Information confidential and not to disclose or reveal any
         Confidential Information to any entity or person other than
         Recipient's employees, representatives, lenders or counsel, or
         affiliates, their employees, representatives, lenders or counsel
         (collectively, "Representatives") who are actively and directly
         participating on Recipient's behalf in connection with the proposed
         Transaction, or who otherwise need to know the Confidential
         Information for Recipient's work in connection with the proposed
         Transaction (and to be responsible for those persons' observing the
         terms of this agreement) and (b) not to use any Confidential
         Information for any purpose other than in connection with the
         evaluation, negotiation and consummation of the proposed Transaction.

         Without the prior written consent of the other party, except to the
         extent required by law or by applicable rules of the New York Stock
         Exchange in order to prevent delisting or prolonged suspension of
         trading of the securities of the disclosing party under such rules or
         permitted by this agreement, neither party nor its Representatives
         will disclose to any other person the fact that discussions or
         negotiations are taking place concerning a possible Transaction, or
         any of the terms, conditions or other facts with respect to any such
         possible Transaction, including the status thereof.

         The Confidential Information that is written, except for that portion
         that may be found in analyses, compilations, studies or other
         documents prepared by or for Recipient, will be returned to the
         Protected Party immediately upon the Protected Party's request and no
         copies shall be retained by Recipient or Recipient's Representatives.
         That portion of the Confidential Information that is found in
         analyses, compilations, studies or other documents prepared by or for
         Recipient, the Confidential Information that is oral and the
         Confidential Information that is not so requested or returned will be
         held by Recipient and kept subject to the terms of this agreement, or
         destroyed.

2.       Recipient understands that the Protected Party has endeavored to
         include in the information Recipient has been furnished materials
         which it believes to be reliable and relevant for the purpose of
         Recipient's evaluation, that the Protected Party does not make any
         representation or warranty as to the accuracy or completeness of any
         information which is so provided, and neither the Protected Party nor
         any officer, director or Representative of the Protected Party shall
         have any liability to Recipient or its Representatives resulting from
         the use of such information by Recipient or its Representatives.  For
         purposes of this paragraph 2, "information" is deemed to include all
         information furnished





   3
Sanifill, Inc.
June 17, 1996
Page 3


         to Recipient.  Only those representations or warranties that are made
         to Recipient in a definitive acquisition agreement when, as, and if it
         is executed, and subject to such limitations and restrictions as may
         be specified in such acquisition agreement, will have any legal
         effect.

3.       Recipient hereby acknowledges to the Protected Party that it is aware,
         and that it will advise its Representatives, that the Confidential
         Information may contain material, non-public information and that the
         United States securities laws restrict any person who has received any
         material, non-public information regarding an issuer from purchasing
         or selling securities of such issuer or from communicating such
         information to any other person under circumstances in which its
         reasonably foreseeable that such person is likely to purchse or sell
         such securities.

4.       In the event Recipient or any of its Representatives should be
         required (by oral questions, interrogatories, requests for information
         or documents, subpoena, civil investigative demand or similar process
         or by any other applicable law or regulation) to disclose any
         Confidential Information, Recipient agrees that it will provide the
         Protected Party with prompt notice of such request or requirement (in
         any event, within three (3) business days after learning of such
         request or requirement) so that the Protected Party may seek an
         appropriate protective order or other appropriate remedy and/or waive
         Recipient's or its Representatives' compliance with the provisions of
         this agreement.

5.       Recipient hereby acknowledges that the Confidential Information is
         being provided to Recipient in consideration of its agreement that for
         a period of two (2) years from the date hereof neither Recipient nor
         any of its affiliates (as defined in Rule 12b-2 of the Securities Act
         of 1934, as amended (the "Exchange Act")) will (and Recipient and its
         affiliates will not solicit, assist or encourage others to), directly
         or indirectly, unless the Protected Party or the Protected Party's
         Board of Directors consents thereto in writing in advance, (i)
         acquire, offer to acquire or agree to acquire, directly or indirectly,
         by purchase, gift or otherwise, beneficial ownership of any Voting
         Security (as defined below), if after such acquisition the undersigned
         (together with its affiliates) would hold or "beneficially own" (as
         defined in Rule 13d-3 under the Exchange Act), in the aggregate,
         securities of the Protected Party (including common stock of the
         Protected Party) having the power to vote for the election of
         directors of the Protected Party (or rights, options or warrants to
         acquire such voting securities or any securities convertible into or
         exchangeable for such voting securities) (collectively, "Voting
         Securities") representing more than 1% of the outstanding voting power
         (determined by the aggregate number of votes that may be cast) of the
         Protected Party's Voting Securities; (ii) solicit, or





   4
Sanifill, Inc.
June 17, 1996
Page 4


         encourage any other entity or person to solicit, proxies with respect
         to Voting Securities of the Protected Party, or become a "participant"
         or otherwise engage in any "solicitation" of "proxies" (as such terms
         are defined in Regulation 14A under the Exchange Act) with respect to
         the election of directors of the Protected Party in opposition to the
         nominees recommended by the Board of Director of the Protected Party
         or otherwise for the purpose of acquiring control of the management of
         the Protected Party, or communicate with or seek to advise or
         influence any entity or person with respect to the voting of any
         Voting Securities; (iii) make any public proposals to the Protected
         Party or any of its directors, officers or security holders concerning
         a merger, consolidation or acquisition of the Protected Party or an
         acquisition of all or substantially all the assets of the Protected
         Party, or any acquisition, disposition, restructuring,
         recapitalization or similar transaction with respect to the Protected
         Party or any subsidiary thereof or take any action which would require
         the Protected Party to make a public announcement regarding the
         possibility of such a transaction with Recipient or any of its
         affiliates; (iv) otherwise join or form a partnership, limited
         partnership, syndicate or other group for the purpose of acquiring,
         holding, voting or disposing of any Voting Securities or encourage,
         advise or, for the purpose of circumventing or avoiding any of the
         provisions of this agreement, assist any person or entity to do any of
         the foregoing; or (v) request that the Protected Party's Board of
         Directors waive any provision of this paragraph; provided, however,
         that the provisions of this paragraph 5 shall lapse and be of no force
         and effect if (x) a tender or exchange is commenced by a third party
         (other than a third party who is an affiliate of, or acting in concert
         with, Recipient) for 20% or more of the outstanding shares of
         Protected Party's common stock, (y) a third party (including any
         "group" within the meaning of Section 13d-3 of the Exchange Act)
         (other than a third party who is an affiliate of, or acting in concert
         with, Recipient) acquires, after the date of this agreement,
         beneficial ownership (within the meaning of Rule 13d-3 under the
         Exchange Act) of more than 20% of the outstanding shares of Protected
         Party's common stock, or (z) Protected Party agrees (whether by
         definitive agreement or letter of intent) to a merger, consolidation
         or other acquisition of the Protected Party or an acquisition of all
         or substantially all the assets of the Protected Party.

6.       Recipient hereby acknowledges that the Protected Party would not have
         an adequate remedy at law for money damages in the event that this
         agreement were not performed in accordance with its terms and,
         therefore, agrees that the Protected Party shall be entitled to
         specific performance of the terms hereof in addition to any other
         remedy to which it may be entitled at law or in equity; except that in
         no event shall a party hereto be liable for punitive, special or
         indirect damages.





   5
Sanifill, Inc.
June 17, 1996
Page 5


7.       Each party understands and agrees that no contract or agreement
         providing for a Transaction shall be deemed to exist between the
         Recipient and the Protected Party unless and until a definitive
         acquisition agreement has been executed and delivered, and each party
         hereby waives, in advance, any claims (including, without limitation,
         breach of contract) in connection with any such Transaction unless and
         until the parties have entered into a definitive acquisition
         agreement.

8.       THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
         THE LAWS OF THE STATE OF TEXAS.

9.       This agreement may not be changed, waived, discharged or terminated
         orally, but only by an agreement in writing signed by the party
         against which the enforcement of such change, waiver, discharge or
         termination is sought.

10.      This Agreement shall automatically terminate on the date two (2) years
         from the date of this letter, except that such termination shall not
         affect any rights or remedies of either party arising out of prior
         breaches of this agreement by the other party, provided that legal
         action to enforce such rights or remedies is commenced with two (2)
         years of such breach and except that paragraphs 2, 3, 7, 8, 9 and 10
         above shall survive such termination.

If the foregoing is in accordance with Recipient's understanding, please sign a
copy of this letter and return it to the Protected Party, whereupon this letter
shall constitute a binding agreement between the Protected Party and Recipient.


Very truly yours,

USA Waste Services, Inc.

By:   /s/ Gregory T. Sangalis                            
      --------------------------------------------
      Gregory T. Sangalis
      Vice President, General Counsel & Secretary





   6
Sanifill, Inc.
June 17, 1996
Page 6


AGREED AND ACCEPTED this 17th day of June, 1996.

Sanifill, Inc.

By:   /s/ H. Steven Walton                    
       ---------------------------------
      H. Steven Walton
      Vice President-Government Affairs,
      General Counsel & Secretary

   1

                                                                    EXHIBIT 10.7
June 17, 1996


USA Waste Services, Inc.
5400 LBJ Freeway, Suite 300, Tower One
Dallas, Texas 75042

Attention:       Gregory T. Sangalis,
                 Vice President,
                 General Counsel & Secretary


Gentlemen:

Sanifill, Inc. (the "Protected Party") is prepared to furnish USA Waste
Services, Inc. (the "Recipient") with information relating to the Protected
Party (including information relating to its business and operations, capital
structure and other non-public information) in connection with a proposed
transaction between the Protected Party and the Recipient (the "Transaction"),
which information is confidential or otherwise generally not available to the
public (whether furnished before or after the date hereof, and regardless of
the manner in which it is furnished or whether it is specifically identified as
confidential, together with all analyses, compilations, studies or other
documents that Recipient or its Representatives (as defined below) might
prepare that contain or otherwise reflect such information, the "Confidential
Information").  The term "Confidential Information" shall not include any such
information (a) as may become generally available to the public other than as a
result of a permitted disclosure by Recipient or its Representatives (as
defined below), (b) known to Recipient on a non-confidential basis at the time
of disclosure by or acquired from a source other than the Protected Party that
was not prohibited from making disclosure or (c) subject to paragraph 4 below,
required to be disclosed in order to comply with any applicable law, order,
regulation or ruling.  Recipient has prepared and delivered to the Protected
Party, and the Protected Party will execute and adopt concurrent herewith as a
condition to the effectiveness of this letter, a letter substantially identical
to this letter providing for the same rights and conditions relating to the
provision of information by Recipient to the Protected Party in connection with
the Transaction.

As a condition to furnishing the Confidential Information to Recipient,
Recipient agrees as follows:





   2
USA Waste Services, Inc.
June 17, 1996
Page 2


1.       Unless otherwise agreed to in advance in writing by the Protected
         Party, Recipient agrees (a) except as required by judicial,
         administrative or governmental proceedings, to keep all Confidential
         Information confidential and not to disclose or reveal any
         Confidential Information to any entity or person other than
         Recipient's employees, representatives, lenders or counsel, or
         affiliates, their employees, representatives, lenders or counsel
         (collectively, "Representatives") who are actively and directly
         participating on Recipient's behalf in connection with the proposed
         Transaction, or who otherwise need to know the Confidential
         Information for Recipient's work in connection with the proposed
         Transaction (and to be responsible for those persons' observing the
         terms of this agreement) and (b) not to use any Confidential
         Information for any purpose other than in connection with the
         evaluation, negotiation and consummation of the proposed Transaction.

         Without the prior written consent of the other party, except to the
         extent required by law or by applicable rules of the New York Stock
         Exchange in order to prevent delisting or prolonged suspension of
         trading of the securities of the disclosing party under such rules or
         permitted by this agreement, neither party nor its Representatives
         will disclose to any other person the fact that discussions or
         negotiations are taking place concerning a possible Transaction, or
         any of the terms, conditions or other facts with respect to any such
         possible Transaction, including the status thereof.

         The Confidential Information that is written, except for that portion
         that may be found in analyses, compilations, studies or other
         documents prepared by or for Recipient, will be returned to the
         Protected Party immediately upon the Protected Party's request and no
         copies shall be retained by Recipient or Recipient's Representatives.
         That portion of the Confidential Information that is found in
         analyses, compilations, studies or other documents prepared by or for
         Recipient, the Confidential Information that is oral and the
         Confidential Information that is not so requested or returned will be
         held by Recipient and kept subject to the terms of this agreement, or
         destroyed.

2.       Recipient understands that the Protected Party has endeavored to
         include in the information Recipient has been furnished materials
         which it believes to be reliable and relevant for the purpose of
         Recipient's evaluation, that the Protected Party does not make any
         representation or warranty as to the accuracy or completeness of any
         information which is so provided, and neither the Protected Party nor
         any officer, director or Representative of the Protected Party shall
         have any liability to Recipient or its Representatives resulting from
         the use of such information by Recipient or its Representatives.  For
         purposes of this paragraph 2, "information" is deemed to include all
         information furnished





   3
USA Waste Services, Inc.
June 17, 1996
Page 3


         to Recipient.  Only those representations or warranties that are made
         to Recipient in a definitive acquisition agreement when, as, and if it
         is executed, and subject to such limitations and restrictions as may
         be specified in such acquisition agreement, will have any legal
         effect.

3.       Recipient hereby acknowledges to the Protected Party that it is aware,
         and that it will advise its Representatives, that the Confidential
         Information may contain material, non-public information and that the
         United States securities laws restrict any person who has received any
         material, non-public information regarding an issuer from purchasing
         or selling securities of such issuer or from communicating such
         information to any other person under circumstances in which its
         reasonably foreseeable that such person is likely to purchse or sell
         such securities.

4.       In the event Recipient or any of its Representatives should be
         required (by oral questions, interrogatories, requests for information
         or documents, subpoena, civil investigative demand or similar process
         or by any other applicable law or regulation) to disclose any
         Confidential Information, Recipient agrees that it will provide the
         Protected Party with prompt notice of such request or requirement (in
         any event, within three (3) business days after learning of such
         request or requirement) so that the Protected Party may seek an
         appropriate protective order or other appropriate remedy and/or waive
         Recipient's or its Representatives' compliance with the provisions of
         this agreement.

5.       Recipient hereby acknowledges that the Confidential Information is
         being provided to Recipient in consideration of its agreement that for
         a period of two (2) years from the date hereof neither Recipient nor
         any of its affiliates (as defined in Rule 12b-2 of the Securities Act
         of 1934, as amended (the "Exchange Act")) will (and Recipient and its
         affiliates will not solicit, assist or encourage others to), directly
         or indirectly, unless the Protected Party or the Protected Party's
         Board of Directors consents thereto in writing in advance, (i)
         acquire, offer to acquire or agree to acquire, directly or indirectly,
         by purchase, gift or otherwise, beneficial ownership of any Voting
         Security (as defined below), if after such acquisition the undersigned
         (together with its affiliates) would hold or "beneficially own" (as
         defined in Rule 13d-3 under the Exchange Act), in the aggregate,
         securities of the Protected Party (including common stock of the
         Protected Party) having the power to vote for the election of
         directors of the Protected Party (or rights, options or warrants to
         acquire such voting securities or any securities convertible into or
         exchangeable for such voting securities) (collectively, "Voting
         Securities") representing more than 1% of the outstanding voting power
         (determined by the aggregate number of votes that may be cast) of the
         Protected Party's Voting Securities; (ii) solicit, or





   4
USA Waste Services, Inc.
June 17, 1996
Page 4


         encourage any other entity or person to solicit, proxies with respect
         to Voting Securities of the Protected Party, or become a "participant"
         or otherwise engage in any "solicitation" of "proxies" (as such terms
         are defined in Regulation 14A under the Exchange Act) with respect to
         the election of directors of the Protected Party in opposition to the
         nominees recommended by the Board of Director of the Protected Party
         or otherwise for the purpose of acquiring control of the management of
         the Protected Party, or communicate with or seek to advise or
         influence any entity or person with respect to the voting of any
         Voting Securities; (iii) make any public proposals to the Protected
         Party or any of its directors, officers or security holders concerning
         a merger, consolidation or acquisition of the Protected Party or an
         acquisition of all or substantially all the assets of the Protected
         Party, or any acquisition, disposition, restructuring,
         recapitalization or similar transaction with respect to the Protected
         Party or any subsidiary thereof or take any action which would require
         the Protected Party to make a public announcement regarding the
         possibility of such a transaction with Recipient or any of its
         affiliates; (iv) otherwise join or form a partnership, limited
         partnership, syndicate or other group for the purpose of acquiring,
         holding, voting or disposing of any Voting Securities or encourage,
         advise or, for the purpose of circumventing or avoiding any of the
         provisions of this agreement, assist any person or entity to do any of
         the foregoing; or (v) request that the Protected Party's Board of
         Directors waive any provision of this paragraph; provided, however,
         that the provisions of this paragraph 5 shall lapse and be of no force
         and effect if (x) a tender or exchange is commenced by a third party
         (other than a third party who is an affiliate of, or acting in concert
         with, Recipient) for 20% or more of the outstanding shares of
         Protected Party's common stock, (y) a third party (including any
         "group" within the meaning of Section 13d-3 of the Exchange Act)
         (other than a third party who is an affiliate of, or acting in concert
         with, Recipient) acquires, after the date of this agreement,
         beneficial ownership (within the meaning of Rule 13d-3 under the
         Exchange Act) of more than 20% of the outstanding shares of Protected
         Party's common stock, or (z) Protected Party agrees (whether by
         definitive agreement or letter of intent) to a merger, consolidation
         or other acquisition of the Protected Party or an acquisition of all
         or substantially all the assets of the Protected Party.

6.       Recipient hereby acknowledges that the Protected Party would not have
         an adequate remedy at law for money damages in the event that this
         agreement were not performed in accordance with its terms and,
         therefore, agrees that the Protected Party shall be entitled to
         specific performance of the terms hereof in addition to any other
         remedy to which it may be entitled at law or in equity; except that in
         no event shall a party hereto be liable for punitive, special or
         indirect damages.





   5
USA Waste Services, Inc.
June 17, 1996
Page 5


7.       Each party understands and agrees that no contract or agreement
         providing for a Transaction shall be deemed to exist between the
         Recipient and the Protected Party unless and until a definitive
         acquisition agreement has been executed and delivered, and each party
         hereby waives, in advance, any claims (including, without limitation,
         breach of contract) in connection with any such Transaction unless and
         until the parties have entered into a definitive acquisition
         agreement.

8.       THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
         THE LAWS OF THE STATE OF TEXAS.

9.       This agreement may not be changed, waived, discharged or terminated
         orally, but only by an agreement in writing signed by the party
         against which the enforcement of such change, waiver, discharge or
         termination is sought.

10.      This Agreement shall automatically terminate on the date two (2) years
         from the date of this letter, except that such termination shall not
         affect any rights or remedies of either party arising out of prior
         breaches of this agreement by the other party, provided that legal
         action to enforce such rights or remedies is commenced with two (2)
         years of such breach and except that paragraphs 2, 3, 7, 8, 9 and 10
         above shall survive such termination.

If the foregoing is in accordance with Recipient's understanding, please sign a
copy of this letter and return it to the Protected Party, whereupon this letter
shall constitute a binding agreement between the Protected Party and Recipient.


Very truly yours,

Sanifill, Inc.

By:   /s/ H. Steven Walton                    
      ----------------------------------
      H. Steven Walton
      Vice President-Government Affairs,
      General Counsel & Secretary





   6
USA Waste Services, Inc.
June 17, 1996
Page 6


AGREED AND ACCEPTED this 17th day of June, 1996.

USA Waste Services, Inc.

By:   /s/ Gregory T. Sangalis                            
      --------------------------------------------
      Gregory T. Sangalis
      Vice President, General Counsel & Secretary

   1

                                                                    EXHIBIT 21.1

               SUBSIDIARIES (DIRECT & INDIRECT, WHOLLY-OWNED) OF
                USA WASTE SERVICES, INC., A DELAWARE CORPORATION
                                  (@ 06/30/96)

ART-JO CO.(NJ)
BIG DIPPER ENTERPRISES, INC. (ND)
             dba "Dakota Landfill"
BRAZORIA COUNTY RECYCLING CENTER, INC. (TX)
             dba "BCRC"
             dba "Brazoria County Landfill"
             dba "WRS Transfer Station"
CHAMBERS DEVELOPMENT COMPANY, INC. (DE)
             dba "North Huntingdon Hauling"
             dba "Monroeville Landfill"
    CDC SERVICES, INC. (DE)
             (fka Security Bureau, Inc.)
    CHAMBERS DEVELOPMENT OF OHIO, INC. (OH)
    CHAMBERS DEVELOPMENT OF VIRGINIA, INC. (VA)
             dba "Charles City County Landfill"
             dba "Newport News Recycling"
             dba "Newport News Transfer Station"
             dba "Norfolk Hauling"
             dba "Richmond Hauling"
         CHAMBERS ENERGY, INC. (VA)
             (fka Chambers Maplewood Landfill, Inc.)
             dba "Amelia Landfill"
             dba "Maplewood Landfill"
         OLD DOMINION RECYCLING SERVICES, INC. (VA)
             dba "Old Dominion"
    CHAMBERS ENTERPRISES, INC. (PA)
             (fka Underground Tank Services, Inc.)
    CHAMBERS INTERNATIONAL, INC. (DE)
    CHAMBERS LAUREL HIGHLANDS LANDFILL, INC. (PA)
             dba "Laurel Highlands Landfill"
    CHAMBERS MEDICAL TECHNOLOGIES, INC. (PA - 04/26/91)
         CHAMBERS MEDICAL TECHNOLOGIES OF SOUTH CAROLINA, INC. (SC)
             dba "MedTech"
    CHAMBERS OF DELAWARE, INC. (DE)
    CHAMBERS OF GEORGIA, INC. (GA)
             dba "Atlanta Hauling"
             dba "Atlanta Landfill"
             dba "Cedartown Hauling"
         CHAMBERS CLEARVIEW ENVIRONMENTAL LANDFILL, INC. (MS)
             dba "Clearview Environmental Landfill"
         CHAMBERS R & B LANDFILL, INC. (GA)
             dba "R&B Landfill"
         CHAMBERS SMYRNA LANDFILL, INC. (GA)
             dba "Smyrna Landfill"
    CHAMBERS OF ILLINOIS, INC. (IL)
    CHAMBERS OF INDIANA, INC. (IN)
    CHAMBERS OF MARYLAND, INC. (MD)
             dba "Mountainview Landfill"
    CHAMBERS OF MASSACHUSETTS, INC. (MA)
   2
    CHAMBERS OF MISSISSIPPI, INC. (MS)
             dba "Lake Mississippi Hauling"
    CHAMBERS OF NEW JERSEY, INC. (NJ)
         CHAMBERS WASTE SYSTEMS OF NEW JERSEY, INC. (NJ)
             dba "Atlantic City Hauling"
             dba "Bergen County Transfer Station"
         MORRIS COUNTY TRANSFER STATION, INC. (NJ)
             dba "MCTS"
             dba "Mount Olive Transfer Station"
             dba "Par Troy Transfer Station"
    CHAMBERS OF PENNSYLVANIA, INC. (PA)
             (fka Truman E. Horner, Inc.)
             dba "Chambers of PA - Allentown"
             dba "Lehigh Hauling"
             dba "Lehigh Hauling (Allentown)"
             dba "Mainline Sanitation Hauling"
             dba "Portage Hauling"
             dba "Truman Horner"
             dba "USA Waste of Harrisburg"
    CHAMBERS OF TENNESSEE, INC. (TN)
         REMOTE LANDFILL SERVICES, INC. (TN)
             dba "Remote Landfill"
             THE H. SIENKNECHT CO. (TN)
    CHAMBERS OF WEST VIRGINIA, INC. (WV)
         LCS SERVICES, INC. (WV)
             dba "LCS Landfill"
             dba "North Mountain Landfill"
    CHAMBERS RESOURCES, INC. (PA)
    CHAMBERS SERVICES, INC. (DE)
    CHAMBERS WASTE SYSTEMS OF CALIFORNIA, INC. (CA)
    CHAMBERS WASTE SYSTEMS OF FLORIDA, INC. (FL)
             dba "Okeechobee Landfill"
         CHAMBERS ORANGE COUNTY LANDFILL, INC. (FL)
             dba "Orange County Landfill"
    CHAMBERS WASTE SYSTEMS OF MISSISSIPPI, INC. (MS)
             dba "Jackson Disposal Services"
    CHAMBERS WASTE SYSTEMS OF NEW YORK, INC. (NY)
    CHAMBERS WASTE SYSTEMS OF OHIO, INC.(OH))
    CHAMBERS WASTE SYSTEMS OF RHODE ISLAND, INC. (RI)
    CHAMBERS WASTE SYSTEMS OF SOUTH CAROLINA, INC. (SC)
             dba "Columbia Hauling"
             dba "Fairfield County Transfer Station"
             dba "Orangeburg Hauling"
         CHAMBERS OAKRIDGE LANDFILL, INC. (SC)
             dba "Oakridge Landfill"
         CHAMBERS RICHLAND COUNTY LANDFILL, INC. (SC)
             dba "Richland County Landfill"
    CHAMBERS WASTE SYSTEMS OF TEXAS, INC. (TX)
    DAUPHIN MEADOWS, INC. (PA)
             (fka Fulkroad Landfill, Inc.)
             dba "Dauphin Meadows Landfill"
    RAIL-IT CORPORATION (IL)
         RAIL-IT LIMITED PARTNERSHIP (IL/LP)
   3
    U.S. SERVICES CORPORATION (PA)
         SOUTHERN ALLEGHENIES DISPOSAL SERVICES, INC. (PA)
             dba "Altoona Transfer Station"
             dba "Johnstown Hauling"
             dba "Southern Alleghenies Landfill"
         U.S. UTILITIES SERVICES CORP. (PA)
    USA WASTE SERVICES OF NORTH CAROLINA, INC. (NC)
             (fka Chambers Waste Systems of North Carolina, Inc.)
             dba "Charlotte Hauling"
    WILLIAM H. MARTIN, INC. (PA)
             dba "Arden Landfill"
             dba "Martins Hauling"
             dba "William H. Martin Hauling"
             dba "Washington Hauling"
CLEANSOILS FAIRLESS HILLS INC. (MN)
ELLESOR, INC. (NJ)
ENVIROFIL, INC. (DE)
    BREM-AIR DISPOSAL, INC. (OR)
             dba "Brem-Air Disposal"
         JUAN DE FUCA CORRUGATED, LTD. (WA)
         NORTH SOUND SANITATION, INC. (WA)
         SOUTH SOUND SANITATION, INC. (WA)
    ELLIS-SCOTT, INC. (MO)
             dba "Ellis-Scott Landfill"
    ENVIROFIL OF ILLINOIS, INC.  (IL)
             (fka LeRoy Brown & Sons, Inc.)
             dba "Envirofil of Illinois Hauling"
             dba "Envirofil of Illinois Landfill"
    ENVIROFIL SERVICES, INC. (DE)
    EVH CO. (DE)
    EWA, INC. (DE)
             dba "EWA"
         ENVIRONMENTAL WASTE OF SKAGIT COUNTY, INC. (WA)
             dba "Rural Skagit Sanitation"
         STANWOOD CAMANO DISPOSAL, INC. (WA)
    FORCEES, INC. (NJ)
             dba "Forcees"
    MEADOWBROOK CARTING CO., INC. (NJ)
    MID-JERSEY DISPOSAL CO., INC. (NJ)
    MID-VALLEY ACQUISITION CORPORATION (DE)
    OLYMPIC VIEW SANITARY LANDFILL, INC. (WA)
             (fka Kitsap County Sanitary Landfill, Inc.)
             dba "Olympic View Landfill"
    QUALITY RECYCLING CO., INC. (NJ)
    SACRAMENTO VALLEY ENVIRONMENTAL WASTE COMPANY (CA)
             dba "SacVal Disposal"
    STOCKTON SCAVENGERS ASSOCIATION (CA)
ENVIRONMENTAL ALTERNATIVES CONCEPTS, INC. (DE)
FULTON SANITATION SERVICES, INC. (AR)
             dba "Fulton Sanitation"
GRAYSON'S REFUSE SERVICE, INC. (VA)
JENNINGS ENVIRONMENTAL SERVICES, INC. (FL)
MODERN SANITATION, INC.(TX)
             (fka EDM Corporation)
R.A.M. ENVIRONMENTAL SERVICES, INC. (AR)
RAZORBACK DISPOSAL, INC. (AR)

   4
RIVIERA ACQUISITION CORPORATION (CA)
SAFETY RECYCLING COMPANY, INC. (NJ)
             (fka Safety Disposal Company, Inc.)
SANTA CLARA VALLEY REFUSE REMOVAL CO. (CA)
SOIL REMEDIATION OF PHILADELPHIA, INC. (DE)
SUNRAY SERVICES, INC. (AR)
             dba "Harrison Hauling"
             dba "Houston Landfill"
             dba "North County Landfill"
             dba "Springdale Hauling"
             dba "Sunray Services of Texas, Inc."
             dba "Sunray Services, Inc. Transfer Station (Joplin)"
             dba "Sunray Services Transfer Station"
             dba "Tontitown Landfill"
SUNSET SANITATION SERVICE (CA)
U.S.A. WASTE OF FAIRLESS HILLS, INC. (DE)
USA ILLINOIS NEWCO, INC. (IL)
USA PAPER PROCESSING, INC. (DE)
             (fka Riviera Acquisition Corporation)
USA WASTE HAULING OF PHILADELPHIA, INC. (DE)
             dba "Quick-Way"
             dba "Quickway"
USA WASTE OF ARIZONA, INC. (AZ)
    CUSTOM DISPOSAL SERVICE, INC. (AZ)
USA WASTE OF ILLINOIS, INC. (IL)
             dba "Northshore Waste Control"
             dba "USA Waste Services"
             dba "USA Waste Services of Illinois - Crestwood"
    CENTRAL ILLINOIS DISPOSAL, INC. (IL)
    COUNTRYSIDE LANDFILL, INC. (IL)
             (fka ARF Landfill)
             dba "Countryside Landfill"
    CRYSTAL LAKE DISPOSAL, INC. (DE)
    LAKELAND PROPERTIES, INC. (IL)
USA WASTE OF INDIANA, INC. (IN)
             dba "Liberty Disposal"
    EARTHMOVERS, INC. (IN)
             dba "Earthmovers Landfill"
    LIBERTY LANDFILL, INC. (IN)
             (fka Chambers Liberty Landfill, Inc.)
             dba "Liberty Landfill"
USA WASTE OF NEW YORK CITY, INC. (DE)
USA WASTE OF OKLAHOMA, INC. (OK)
             dba "Moore Transfer Station"
             dba "Oklahoma Collection"
             dba "Norman Transfer Station"
             dba "Pinecrest Landfill"
USA WASTE OF TEXAS, INC. (TX)
             dba "ECD Waste Services"
             dba "Ellis County Landfill"
             dba "USA Waste of Dallas/Ft. Worth"
    USA WASTE SERVICES OF SAN ANTONIO, INC. (TX)
             (fka Mission Disposal, Inc.)
             dba "USA Waste of San Antonio"
    USA WASTE SERVICES OF HOUSTON, INC. (TX)
             (fka Best Pak Disposal, Inc.)
   5
             dba "Best-Pak"
             dba "USA Waste of Houston"
USA WASTE SERVICES - HICKORY HILLS, INC. (DE)
USA WASTE SERVICES KANSAS LANDFILLS, INC. (DE)
USA WASTE SERVICES NORTH CAROLINA LANDFILLS, INC. (DE)
USA WASTE SERVICES OF ALABAMA, INC. (AL)
USA WASTE SERVICES OF KANSAS, INC. (DE)
USA WASTE SERVICES OF NYC, INC. (DE)
USA WASTE SERVICES OF WESTERN ILLINOIS, INC. (DE)
             dba "Western Illinois Disposal"
USA WASTE TRANSFER OF PHILADELPHIA, INC. (PA)
             dba "Girard Point Transfer Station"
    GRAND CENTRAL SANITATION, INC. (PA)
    GRAND CENTRAL SANITARY LANDFILL, INC. (PA)
    GRAND CENTRAL REAL ESTATE COMPANY, INC. (PA)
    POCONO INDEPENDENT PAPERSTOCK CO., INC. (PA)
WASTE DISPOSAL SPECIALIST, INC. (CO)
WASTE RECOVERY CORPORATION (OH)
             dba "WRC"
WEST VIRGINIA WASTE SERVICES, INC. (WV)
WESTERN WASTE INDUSTRIES (CA)
WESTERN WASTE INDUSTRIES OF FLORIDA (FL)
WHITE BROS. TRUCKING COMPANY (NJ)
WPP, INC. (OH)
YELL COUNTY LANDFILL, INC. (AR)

   1
                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We consent to the incorporation by reference in this registration
statement of USA Waste Services, Inc. on Form S-4 of our report dated March 1,
1996, on our audits of the consolidated financial statements of USA Waste
Services, Inc. and subsidiaries as of December 31, 1995 and 1994, and for each
of the three years in the period ended December 31, 1995, which is included in
USA Waste Services, Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and our report dated May 23, 1996, on our audits of the
supplemental consolidated balance sheets of USA Waste Services, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the related supplemental
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995, which is
included in USA Waste Services, Inc.'s Current Report on Form 8-K/A (Amendment
No. 3) filed July 1, 1996 with the Securities and Exchange Commission.  We also
consent to the reference to our firm under the caption "Experts."


                                        COOPERS & LYBRAND L.L.P.

Dallas, Texas
July 15, 1996

   1
                                                                    EXHIBIT 23.2


                         INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
USA Waste Services, Inc. on Form S-4 of our report dated March 30, 1995
(relating to the consolidated financial statements of Chambers Development
Company, Inc.  and subsidiaries) appearing in USA Waste Services, Inc.'s
Current Report on Form 8-K/A, Amendment No. 3, dated May 7, 1996.


                                        DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
July 15, 1996

   1
                                                                    EXHIBIT 23.3


                        CONSENT OF INDEPENDENT AUDITORS

         We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-4) and related prospectus of USA Waste
Services, Inc. and to the incorporation by reference therein of our reports (a)
dated August 25, 1995 (except Note 8, as to which the date is September 12,
1995) with respect to the consolidated financial statements of Western Waste
Industries at June 30, 1995 and 1994, and for each of the three years in the
period ended June 30, 1995 included in USA Waste Services, Inc.'s Current
Report on Form 8-K dated January 9, 1996, and (b) dated August 25, 1995 (except
Note 8, as to which the date is September 12, 1995) with respect to the
consolidated financial statements of Western Waste Industries at June 30, 1995
and 1994, and for each of the two years in the period ended June 30, 1995
(which consolidated financial statements are not presented separately therein)
included in USA Waste Services, Inc.'s Current Report on Form 8-K/A (Amendment
No. 3), dated July 1, 1996, both filed with the Securities and Exchange
Commission.


                                                            ERNST & YOUNG LLP


Long Beach, California
July 15, 1996

   1
                                                                    EXHIBIT 23.4


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


         As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of USA Waste
Services, Inc. on Form S-4 and the Joint Proxy Statement/Prospectus which forms
a part thereof of (a) our report dated February 23, 1996 (except with respect
to the matters discussed in Note 15, as to which the dates are March 4, 1996
and March 18, 1996 as indicated) with respect to the consolidated balance
sheets of Sanifill, Inc. and subsidiaries as of December 31, 1995 and 1994, and
the related consolidated statements of operations, stockholders' investment and
cash flows for each of the three years in the period ended December 31, 1995
which is included in Sanifill, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1995; (b) our reports dated (i) August 1, 1995 with respect
to the combined balance sheets of Metropolitan Disposal and Recycling
Corporation, Energy Reclamation, Inc., and EE Equipment, Inc. as of December
31, 1994 and 1993, and the related combined statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1994, (ii) January 9, 1996 with respect to the balance sheet
of Falcon Disposal Services, Inc. as of December 31, 1994, and the related
statements of operations, stockholders' equity and cash flows for the year then
ended, (iii) February 2, 1996 with respect to the combined balance sheet of
Garnet of Virginia, Inc., and Garnet of Maryland, Inc. as of December 31, 1995
and the related combined statements of operations, stockholders' deficit and
cash flows for the year then ended, (iv) January 13, 1996 with respect to the
combined balance sheet of the Combined Companies, as defined, as of December
31, 1994 and the related combined statement of operations, stockholders' equity
and partners' capital and cash flows for the year then ended which are included
in Sanifill, Inc.'s Current Report on Form 8-K dated February 5, 1996; (c) our
report dated February 8, 1996 with respect to the consolidated balance sheets
of Sanifill, Inc. and subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of operations, stockholders' investment and
cash flows for each of the three years in the period ended December 31, 1994
which is included in Sanifill, Inc.'s Current Report on Form 8-K dated February
11, 1996; (d) our report dated November 17,1995 (except with respect to the
matters discussed in Note 11, as to which the date is March 18, 1996) with
respect to the combined balance sheets of PST Reclamation, Inc., and Taylor
Land Resources, Inc. as of December 31, 1994 and 1993, and the related combined
statements of operations and retained earnings and cash flows for the years
then ended which is included in Sanifill, Inc.'s Current Report on Form 8-K
dated March 20, 1996; and (e) to all references to our Firm included in this
Registration Statement of USA Waste Services, Inc. on Form S-4 and the Joint
Proxy Statement/Prospectus which forms a part thereof.




                                        ARTHUR ANDERSEN LLP

Houston, Texas
July 15, 1996

   1
                                                                    EXHIBIT 23.7


         CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION


         We hereby consent to the references to our firm in the letter to USA
Waste Services, Inc. shareholders and under the captions "SUMMARY - The Merger
- - Opinions of Financial Advisors," "THE MERGER AND RELATED TRANSACTIONS -
Background of the Merger," "THE MERGER AND RELATED TRANSACTIONS - USA Waste's
Reasons for the Merger" and "THE MERGER AND RELATED TRANSACTIONS - Opinion of
Financial Advisor to USA Waste" in the Joint Proxy Statement and Prospectus,
each included in the Registration Statement on Form S-4 relating to the
proposed merger of a subsidiary of USA Waste Services, Inc. with and into
Sanifill, Inc., and to the inclusion of our opinion letter as Annex B in the
Joint Proxy Statement/Prospectus.  In giving this consent, we do not admit that
we come within the category of persons whose consent is required and we do not
admit and we disclaim that we are experts with respect to any part of such
Registration Statement within the meaning of "experts" as used in the
Securities Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder.

                                        DONALDSON, LUFKIN & JENRETTE SECURITIES
                                           CORPORATION



July 15, 1996                           By:   /S/ MARK A. PYTOSH
                                           -------------------------------------

   1

                                                                    EXHIBIT 23.8

         CONSENT OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


              We hereby consent to the use of our opinion letter, dated June
21, 1996, to the Board of Directors of Sanifill, Inc. included as Annex C to
the Joint Proxy Statement/Prospectus which forms a part of the Registration
Statement on Form S-4 related to the proposed merger of Quatro Acquisition
Corp., a wholly owned subsidiary of USA Waste Services, Inc., with and into
Sanifill, Inc. and to the references to such opinion in the letter to Sanifill,
Inc.  shareholders and under the captions "SUMMARY - The Merger - Opinions of
Financial Advisors," "THE MERGER AND RELATED TRANSACTIONS - Background of the
Merger," "THE MERGER AND RELATED TRANSACTIONS - Sanifill's Reasons for the
Merger" and "THE MERGER AND RELATED TRANSACTIONS - Opinion of Financial Advisor
to Sanifill" in the Joint Proxy Statement/Prospectus.  In giving such consent,
we do not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder, nor
do we admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.

                                        MERRILL LYNCH, PIERCE, FENNER & SMITH
                                          INCORPORATED



July 15, 1996                           By:    /S/ MARK G. SHAFIR
                                           -------------------------------------

   1
                                                                    EXHIBIT 99.1


                                (front of card)

                            USA WASTE SERVICES, INC.
                        SPECIAL MEETING OF STOCKHOLDERS
                                     , 1996

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                            USA WASTE SERVICES, INC


         The undersigned holder of common stock ("Common Stock"), par value
$0.01 per share, of USA Waste Services, Inc., a Delaware corporation ("USA
Waste"), hereby appoints John E. Drury, Earl E. DeFrates and Gregory T.
Sangalis, and each of them acting individually, with full power of substitution
and revocation, as proxies for the undersigned to act and vote at the Special
Meeting of stockholders of USA Waste to be held on       , 1996, at    a.m.,
local time, at        (the "Special Meeting"), and any adjournments and 
postponements thereof, and thereat to cast all votes of all shares of Common 
Stock that the undersigned would be entitled to cast if then personally 
present for the purposes listed on the reverse side hereof.

         HOLDERS OF SHARES OF COMMON STOCK ARE NOT ENTITLED TO DISSENTERS'
APPRAISAL RIGHTS UNDER THE DELAWARE GENERAL CORPORATION LAW IN CONNECTION WITH
THE PROPOSED MERGER OF USA WASTE TO BE CONSIDERED AND VOTED UPON AS SET FORTH
ON THE REVERSE SIDE HEREOF.

         This Proxy, when properly executed, will be voted in the manner
directed on the reverse side by the undersigned stockholder(s).  IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH ON THE
REVERSE SIDE OF THIS PROXY.  This Proxy may be revoked at any time before it is
voted at the Special Meeting by either (i) (a) executing and returning a proxy
bearing a later date or (b) filing written notice of such revocation with USA
Waste, at 5400 LBJ Freeway, Suite 300 - Tower One, Dallas, Texas 75240, fax
number (214) 383-7919, Attention: Gregory T. Sangalis, or (ii) attending the
Special Meeting and voting in person.

                                (Continued and to be signed on the reverse side)
   2
                             (reverse side of card)

                       (continued from the reverse side)

ITEM 1:

THE BOARD OF DIRECTORS OF USA WASTE SERVICES, INC. RECOMMENDS A VOTE FOR ITEM 1.

To consider and vote upon a proposal to (i) approve and adopt the Agreement and
Plan of Merger dated as of June 22, 1996 (the "Merger Agreement"), by and among
USA Waste, Quatro Acquisition Corp., a Delaware corporation ("Acquisition"),
and Sanifill, Inc., a Delaware corporation ("Sanifill"), and (ii) approve the
transactions contemplated by the Merger Agreement, including, but not limited
to, the merger of Acquisition with and into Sanifill.

 For                               Against                           Abstain
 [ ]                                 [ ]                              [ ]



                                           Date                           , 1996
                                               ---------------------------
                                           
                                           
                                           
                                           -------------------------------------
                                           Signature
                                           
                                                                               
                                           -------------------------------------
                                           Signature if held jointly

ITEM 2:

THE BOARD OF DIRECTORS OF USA WASTE SERVICES, INC. RECOMMENDS A VOTE FOR ITEM 2.

To consider and vote upon a proposal to amend the Restated Certificate of
Incorporation of USA Waste to increase its authorized shares of Common Stock
from 1,500,000 to 5,000,000.

 For                               Against                           Abstain
 [ ]                                 [ ]                              [ ]



                                           Date                           , 1996
                                               ---------------------------
                                           
                                           
                                                                               
                                           -------------------------------------
                                           Signature
                                           
                                                                              
                                           -------------------------------------
                                           Signature if held jointly


     Please mark, date and sign exactly as your name(s) appear(s) above
        on the face side hereof and return in the enclosed envelope.
          If acting as attorney, executor, administrator, trustee,
         guardian, etc., please give full title.  If the signer is a
         corporation, please sign the full corporate name, by fully
      authorized officer. If shares are held jointly, each stockholder
                             named should sign.

   1
                                                                    EXHIBIT 99.2
                                (front of card)

                                 SANIFILL, INC.
                        SPECIAL MEETING OF STOCKHOLDERS
                                     , 1996

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                                 SANIFILL, INC


         The undersigned holder of common stock ("Common Stock"), par value
$0.01 per share, of Sanifill, Inc., a Delaware corporation ("Sanifill"), hereby
appoints Lorne D. Bain, Rodney R. Proto and Steve Walton, and each of them
acting individually, with full power of substitution and revocation, as proxies
for the undersigned to act and vote at the Special Meeting of stockholders of
Sanifill to be held on       , 1996, at    a.m., local time, at         (the
"Special Meeting"), and any adjournments and postponements thereof, and thereat
to cast all votes of all shares of Common Stock that the undersigned would be
entitled to cast if then personally present for the purposes listed on the
reverse side hereof.

         HOLDERS OF SHARES OF COMMON STOCK ARE NOT ENTITLED TO DISSENTERS'
APPRAISAL RIGHTS UNDER THE DELAWARE GENERAL CORPORATION LAW IN CONNECTION WITH
THE PROPOSED MERGER OF SANIFILL TO BE CONSIDERED AND VOTED UPON AS SET FORTH ON
THE REVERSE SIDE HEREOF.

         This Proxy, when properly executed, will be voted in the manner
directed on the reverse side by the undersigned stockholder(s).  IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH ON THE
REVERSE SIDE OF THIS PROXY.  This Proxy may be revoked at any time before it is
voted at the Special Meeting by either (i) (a) executing and returning a proxy
bearing a later date or (b) filing written notice of such revocation with
Sanifill, at 2777 Allen Parkway, Suite 700, Houston, Texas 77019, fax number
(713) 942-6277, Attention: Steve Walton or (ii) attending the Special Meeting
and voting in person.


                                (Continued and to be signed on the reverse side)





   2
                             (reverse side of card)

                       (continued from the reverse side)



THE BOARD OF DIRECTORS OF SANIFILL, INC. RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSAL.

To consider and vote upon a proposal to (i) approve and adopt the Agreement and
Plan of Merger dated as of June 22, 1996 (the "Merger Agreement"), by and among
Sanifill, USA Waste Services, Inc., a Delaware corporation, and Quatro
Acquisition Corp., a Delaware corporation ("Acquisition"), and (ii) approve the
transactions contemplated by the Merger Agreement, including, but not limited
to, the merger of Acquisition with and into Sanifill.

 For                               Against                           Abstain
 [ ]                                 [ ]                               [ ]



                                          Date                            , 1996
                                              ----------------------------


                                           
                                          --------------------------------------
                                          Signature

                                          
                                          --------------------------------------
                                          Signature if held jointly



     Please mark, date and sign exactly as your name(s) appear(s) above
        on the face side hereof and return in the enclosed envelope.
     If acting as attorney, executor, administrator, trustee, guardian, etc., 
  please give full title.  If the signer is a corporation, please sign the
    full corporate name, by fully authorized officer. If shares are held
                jointly, each stockholder named should sign.