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PROSPECTUS

OCTOBER 2, 1995

5,637,500 SHARES

USA WASTE SERVICES, INC.
COMMON STOCK

Of the 5,637,500 shares of Common Stock being offered hereby, 5,500,000
shares are being sold by the Company and 137,500 shares are being sold by the
Selling Stockholder. See "Selling Stockholder." The Company will not receive any
of the proceeds from the sale of shares of Common Stock by the Selling
Stockholder. The Common Stock of the Company is traded on the New York Stock
Exchange under the symbol "UW." On October 2, 1995, the last reported sale price
of the Common Stock on the New York Stock Exchange was $19 3/4 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN MATTERS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

THESE SECURITIES 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
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
PRICE UNDERWRITING PROCEEDS PROCEEDS TO
TO THE DISCOUNTS AND TO THE THE SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDER
- --------------------------------------------------------------------------------------------------

Per Share......................... $19.625 $0.960 $18.665 $18.665
Total(3).......................... $110,635,938 $5,412,000 $102,657,500 $2,566,438
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------

(1) The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
(2) Before deducting expenses payable by the Company, estimated at $550,000.

(3) The Company has granted the Underwriters an option, exercisable within 30
days of the date hereof, to purchase up to 845,625 additional shares of
Common Stock at the price to the public less underwriting discounts and
commissions, for the purpose of covering over-allotments, if any. If the
Underwriters exercise such option in full, the total price to the public,
underwriting discounts and commissions and proceeds to the Company will be
$127,231,328, $6,223,800 and $118,441,091, respectively. See "Underwriting."

The shares of Common Stock are being offered, subject to prior sale, when,
as and if accepted by the Underwriters named herein and subject to various prior
conditions, including their right to reject orders in whole or in part. It is
expected that delivery of shares will be made against payment therefor in New
York, New York on or about October 6, 1995.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

DEUTSCHE MORGAN GRENFELL

SMITH BARNEY INC.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

USA Waste Services, Inc. (together with its subsidiaries, the "Company") is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed by the
Company with the Commission may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the following regional offices
of the Commission: 500 West Madison, Suite 1400, Chicago, Illinois 60661; and at
Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material may also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. The Company's securities are listed on
the New York Stock Exchange and the Company's registration statements, reports,
proxy and information statements and other information may also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

This Prospectus, which constitutes a part of two registration statements
(collectively, the "Registration Statement") filed by the Company with the
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
omits certain of the information set forth in the Registration Statement.
Reference is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to the Company and the securities
offered hereby. Statements contained herein concerning the provisions of such
documents are necessarily summaries of such documents, and each such statement
is qualified in its entirety by reference to the copy of the applicable document
filed with the Commission. Copies of the Registration Statement and the exhibits
thereto are on file at the offices of the Commission and may be obtained upon
payment of the fee prescribed by the Commission, or may be examined without
charge at the public reference facilities of the Commission described above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company or its predecessors with the
Commission are incorporated by reference in this Prospectus: (a) Annual Report
on Form 10-K for the year ended December 31, 1994, as amended by Form 10-K/A
dated April 25, 1995, (b) Current Report on Form 8-K dated February 28, 1994, as
filed by Envirofil, Inc., as amended by Form 8-K/A dated May 11, 1994, including
the combined financial statements of the Acquired New Jersey Solid Waste
Companies (as defined therein) as of December 31, 1992 and 1993 and for each of
the three years in the period ended December 31, 1993, (c) Quarterly Reports on
Form 10-Q, as amended, for the periods ended March 31, 1995 and June 30, 1995,
(d) Joint Proxy Statement and Prospectus dated May 19, 1995, (e) Current Report
on Form 8-K dated June 30, 1995 and (f) the description of the Common Stock
contained in the Company's Registration Statement on Form 8-A dated July 1,
1993, as amended by Form 8-B filed on July 13, 1995.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed incorporated document or in any accompanying prospectus
supplement modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request, a copy of any or all
of the documents incorporated by reference as a part of the Registration
Statement, other than exhibits to such documents. Requests should be directed to
the Company at 5000 Quorum Drive, Suite 300, Dallas, Texas 75240, Attention:
Corporate Secretary (telephone: (214) 383-7900).

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial data included elsewhere or incorporated by reference
in this Prospectus. All financial and operating information included in this
Prospectus has been restated to give retroactive effect to the acquisitions of
Chambers Development Company, Inc. and Envirofil, Inc. which have been accounted
for as poolings of interests. Unless otherwise indicated, information included
in this Prospectus assumes the Underwriters do not exercise their over-allotment
option. References to "USA Waste" or the "Company" herein include USA Waste
Services, Inc. and its subsidiaries.

THE COMPANY

Approximately 54% of the Company's revenues for the six months ended June
30, 1995 was attributable to collection operations, approximately 30% was
attributable to landfill operations and approximately 9% was from transfer
operations. Of the collection revenues, approximately 44%, 24% and 32% were from
commercial, residential and industrial customers, respectively. The Company
focuses primarily on residential, commercial and permanent roll-off customers
because such customers tend to provide more predictable waste stream volumes.
The Company's average landfill volume for the three months ended June 30, 1995
was approximately 23,500 tons per day.

The Company intends to capitalize on the consolidation in the solid waste
management industry. Key elements of the Company's strategy include (i)
increasing productivity and operating efficiencies in existing and acquired
operations, (ii) increasing revenues and enhancing profitability through tuck-in
acquisitions and (iii) expanding into new markets through acquisitions. The
Company seeks to become the low cost operator in each of its markets by
increasing productivity and operating efficiencies through implementation of
uniform administrative systems, consolidation of collection routes, improvement
of equipment utilization, and increases in employee productivity through
incentive compensation and training programs. The Company regularly pursues
opportunities to expand its services through the acquisition of additional solid
waste management businesses and operations that can be effectively integrated
with the Company's existing operations, and pursues acquisitions in new markets
where the Company believes it can strengthen its overall competitive position as
a national provider of integrated solid waste management services.

RECENT DEVELOPMENTS

The Company materially expanded its operations and markets with its
acquisition of Chambers Development Company, Inc. ("Chambers") on June 30, 1995
(the "Chambers Merger"). With the addition of the Chambers operations, which
include significant landfill capacity as well as collection and transfer station
operations, the Company established its presence in the Mid-Atlantic and
southeastern regions of the United States. Since the Chambers Merger, the
Company has continued to expand its operations and revenue base through a series
of smaller acquisitions that complemented and expanded the Company's operations.
The Company completed eight acquisitions in July and August of 1995 resulting in
the addition of four landfills, seven collection operations and seven transfer
stations. The Company issued an aggregate of 2.3 million shares of its Common
Stock and paid an aggregate of $11.4 million in cash in connection with these
transactions. The acquired operations are based in Arkansas, Georgia, Missouri,
Pennsylvania, Texas and Virginia. The Company has also executed a letter of
intent to acquire an additional company with a hauling operation and a transfer
station in Missouri.

In August 1995, the Company entered into an agreement with the Town of
North Hempstead Solid Waste Management Authority in North Hempstead, New York
for the management of its solid waste

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disposal, transfer, transport and recycling operations. The contract has a
15-year term unless terminated earlier in accordance with the agreement (such as
in the case of an event of default) and is expected to provide the Company
annual revenues of approximately $9 million.

The Company currently has outstanding approximately $48.1 million principal
amount of 8 1/2% Convertible Subordinated Debentures due October 15, 2002 (the
"Convertible Debentures") which are convertible into Common Stock at $13.25 per
share. Such debentures may be called for redemption at any time on or after
October 15, 1995. The Board of Directors of the Company has approved the call of
such debentures for redemption upon completion of this offering, or prior
thereto subject to the negotiation of satisfactory standby underwriting
arrangements.

THE OFFERING

Common Stock offered:
By the Company.................................................. 5,500,000 shares
By the Selling Stockholder...................................... 137,500 shares
----------
Total................................................... 5,637,500 shares
Common Stock to be outstanding after the offering................. 59,288,788 shares(1)
Use of proceeds by the Company.................................... Repayment of indebtedness
New York Stock Exchange Symbol.................................... UW

- ------------------------------

(1) Excludes approximately 3,627,925 shares issuable upon the conversion of the
Convertible Debentures and 5,925,002 shares issuable upon the exercise of
outstanding options and warrants.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The summary consolidated financial data presented below include the
accounts of the Company and the businesses acquired at or before June 30, 1995
in transactions accounted for as poolings of interests as if such businesses had
always been members of the same operating group. Accordingly, such data have
been restated throughout all relevant periods herein. The accounts of the
businesses acquired in transactions accounted for as purchases are included from
their respective acquisition dates.

THREE MONTHS SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30, ENDED JUNE 30,
----------------------------------- --------------------- ---------------------
1992 1993 1994 1994 1995 1994 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF OPERATIONS DATA:
Operating revenues.............. $351,359 $382,234 $ 434,224 $113,514 $111,229 $211,485 $212,471
Costs and expenses:
Operating..................... 208,928 217,345 257,370 66,754 63,597 124,987 121,877
General and administrative.... 75,426 66,968 71,500 18,491 16,941 34,626 33,831
Unusual items................. 51,047 2,672 8,863 -- 4,040 -- 4,733
Merger costs.................. -- -- 3,782(1) 3,782(1) 25,073(2) 3,782(1) 25,073(2)
Depreciation and
amortization................ 44,139 52,222 56,139 14,795 14,222 28,455 27,201
-------- -------- --------- -------- -------- -------- --------
Total costs and
expenses.............. 379,540 339,207 397,654 103,822 123,873 191,850 212,715
-------- -------- --------- -------- -------- -------- --------
Income (loss) from operations... (28,181) 43,027 36,570 9,692 (12,644)(3) 19,635 (244)(3)
-------- -------- --------- -------- -------- -------- --------
Other income (expense):
Stockholder settlement and
other litigation related
costs....................... (10,853) (5,500) (79,400) -- -- -- --
Interest expense:
Early redemption premiums,
fees and nonrecurring
interest.................. -- -- (1,254) -- (7,481) -- (10,994)
Other....................... (35,840) (35,975) (32,804) (8,368) (7,890) (16,507) (16,103)
Interest income............... 5,435 3,539 2,641 820 751 1,397 1,483
Other, net.................... 1,699 1,915 1,877 381 254 541 1,367
-------- -------- --------- -------- -------- -------- --------
Total other income
(expense)............. (39,559) (36,021) (108,940) (7,167) (14,366) (14,569) (24,247)
-------- -------- --------- -------- -------- -------- --------
Income (loss) before income
taxes......................... (67,740) 7,006 (72,370) 2,525 (27,010) 5,066 (24,491)
Income tax provision(4)......... 479 6,018 3,908 729 829 2,148 3,166
-------- -------- --------- -------- -------- -------- --------
Income (loss) from continuing
operations.................... (68,219) 988 (76,278) 1,796 (27,839) 2,918 (27,657)
(Loss) from discontinued
operations.................... (1,407) -- -- -- -- -- --
Gain on discontinued operations,
net of income taxes........... 1,836 -- -- -- -- -- --
Extraordinary income from debt
forgiveness, net of income
taxes......................... 10,066 -- -- -- -- -- --
-------- -------- --------- -------- -------- -------- --------
Net income (loss)............... (57,724) 988 (76,278) 1,796 (27,839)(5) 2,918 (27,657)(5)
Preferred dividends............. 152 582 565 185 -- 565 --
-------- -------- --------- -------- -------- -------- --------
Income (loss) available to
common stockholders........... $(57,876) $ 406 $ (76,843) $ 1,611 $(27,839) $ 2,353 $(27,657)
======== ======== ========= ======== ======== ======== ========
Income (loss) from continuing
operations per common share... $ (1.60) $ 0.01 $ (1.55) $ 0.03 $ (0.54) $ 0.05 $ (0.54)
======== ======== ========= ======== ======== ======== ========
Income (loss) per common
share......................... $ (1.36) $ 0.01 $ (1.55) $ 0.03 $ (0.54) $ 0.05 $ (0.54)
======== ======== ========= ======== ======== ======== ========
Weighted average number of
common and common shares
equivalent.................... 42,707 45,885 49,671 49,199 51,704 48,880 51,409
======== ======== ========= ======== ======== ======== ========

AS OF JUNE 30, 1995
---------------------------
ACTUAL AS ADJUSTED(6)

BALANCE SHEET DATA:
Cash and cash equivalents............................................................... $ 41,710 $ 41,710
Working capital......................................................................... 4,404 6,446
Total assets............................................................................ 813,708 813,708
Long-term debt, excluding
current maturities.................................................................... 444,270 394,204
Stockholders' equity.................................................................... 137,709 239,817

(footnotes on following page)

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(1) Reflects nonrecurring costs related to the merger of the Company and
Envirofil, Inc. on May 27, 1994.

(2) Reflects nonrecurring costs related to the Chambers Merger, consisting of
transaction costs ($11.9 million), severance and other termination benefits
($9.5 million), and nonrecurring costs relating to the integration of the
operations of the combined companies ($3.7 million).

(3) Income (loss) from operations excluding unusual items and merger costs was
$16.5 million and $29.6 million for the three and six months ended June 30,
1995, respectively.

(4) The Company may utilize Chambers' net operating loss carryforwards to offset
future income for federal income tax purposes. As a result of an issuance
of Common Stock in connection with one of the acquisitions in August 1995,
an "ownership change" within the meaning of Section 382 of the Internal
Revenue Code of 1986, as amended, occurred, which will limit the Company's
potential utilization of Chambers' net operating loss carryforwards to a
maximum of approximately $32 million on an annual basis. In connection with
the settlement relating to certain stockholder litigation of Chambers, the
Company made a settlement payment of $75.6 million for the benefit of
certain Chambers stockholders. The portion of such payment that is not
characterized as a return of capital to such stockholders may be available
as a deduction to the Company to offset taxable income.

(5) Net income (loss) before unusual items, merger costs and early redemption
premiums, fees and nonrecurring interest was $7.7 million and $11.6 million
for the three and six months ended June 30, 1995, respectively.

(6) Adjusted to reflect (i) additional borrowings by the Company subsequent to
June 30, 1995 of $50 million under its credit facility to fund the
settlement of certain stockholder litigation of Chambers and (ii) the
issuance and sale by the Company of 5,500,000 shares of Common Stock
offered hereby and the application of the estimated net proceeds therefrom.
See "Use of Proceeds." Does not include approximately $1.3 million to be
received by the Company upon exercise of outstanding warrants by the
Selling Stockholder.

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RISK FACTORS

In addition to other information set forth or incorporated by reference in
this Prospectus, the following factors should be considered by prospective
investors.

ABILITY TO MANAGE AND MAINTAIN GROWTH

The Company has experienced rapid growth, primarily through acquisitions.
The Company'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 the Company will be able to successfully integrate the operations
of Chambers, the Company's largest acquisition to date. Moreover, the ability of
the Company 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. The
Company is continually seeking acquisition opportunities and believes that there
exists a substantial number of potentially attractive consolidation
opportunities in the solid waste management industry. The Company may pursue
significant acquisitions if they can be achieved on acceptable terms. There can
be no assurance that the Company will be able to continue to expand and
successfully integrate operations.

HIGH DEGREE OF LEVERAGE; NEED FOR CAPITAL

The long-term debt of the Company, including current maturities, as of July
31, 1995 was $525.2 million. Although the net proceeds to be received by the
Company from this offering will be used to repay a portion of such indebtedness,
the Company will continue to maintain significant amounts of debt and expects to
require additional capital from time to time to pursue its acquisition strategy
and to fund internal growth. A portion of the Company's future capital
requirements may be provided through future debt incurrences or issuances of
equity securities. Future events or conditions that could adversely affect the
Company's operations or financial condition may prevent the Company from
fulfilling its obligations under its debt agreements or may limit the Company's
ability to incur additional indebtedness or issue equity securities.

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 largest national waste management
companies have significantly greater financial resources than the Company.
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

The Company's operations are 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 the Company's operations that could
adversely affect the Company's results, such as limitations on the expansion of
disposal facilities, limitations on or banning 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, including the Company, may become subject to judicial and
administrative proceedings involving federal, state or local agencies. These
governmental agencies may seek to impose fines on the Company or to revoke or
deny renewal of the Company's operating permits or licenses for violations of
environmental laws or regulations or to require the Company to remediate
environmental problems at its sites or nearby properties, or resulting from its
or its predecessors' transportation and collection operations, all of which
could have a material adverse effect on the Company. The Company may also be
subject to actions brought by individuals or community groups in connection with
the permitting or licensing of its operations, any alleged violations of such
permits and licenses, or other matters.

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POTENTIAL ENVIRONMENTAL LIABILITY

The Company is subject to liability for environmental damage 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 by the Company. The Company may
also be subject to liability for any off-site environmental contamination caused
by pollutants or hazardous substances the transportation, treatment or disposal
of which was arranged for by the Company or the predecessor owner of operations
or assets acquired by the Company. Any substantial liability for environmental
damage could materially adversely affect the Company's operating results and
financial condition.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the Common
Stock offered hereby are estimated to be $102.1 million ($117.9 million if the
Underwriters' over-allotment option is exercised in full). All of such net
proceeds will be used to repay outstanding indebtedness under the Company's
credit facility (the "Credit Facility"). The Credit Facility requires that 25%
of the net proceeds to be received by the Company from the sale of Common Stock
offered hereby be applied to reduce debt under the term loan portion of the
Credit Facility. Accordingly, approximately $25.5 million of the net proceeds
will be applied to repayment of the term loan (of which $2.0 million will be
applied to current maturities). Such payment will be applied against scheduled
installments of principal due on a pro rata basis. The balance of the net
proceeds will be used to reduce amounts outstanding under the revolving portion
of the Credit Facility. Such amounts will be redrawn as the Company's needs
dictate for use in the expansion of its business, including acquisitions, and
for general corporate purposes.

Under the terms of the Credit Facility, which expires June 30, 2000, the
Company may borrow up to $300 million in a combination of revolving loans and
standby letters of credit; provided, that revolving credit loans may not exceed
$160 million. The Credit Facility also provides that the Company may borrow up
to $250 million on a term loan basis. At June 30, 1995, the Company had $70
million drawn under the revolving facility and $250 million under the term
facility, at a weighted average interest rate as of such date of 7.81% per
annum. Subsequent to June 30, 1995, the Company borrowed an additional $50
million under the revolving loan portion of the Credit Facility to fund the
settlement of certain stockholder litigation of Chambers. The interest rate
under the Credit Facility is calculated as a spread plus the current Eurodollar
rate (which is defined in the Credit Facility and approximates the London
interbank offered rate). The applicable spread depends on the Company's ratio of
funded debt to earnings before interest, taxes, depreciation and amortization
("EBITDA"). As a result of the application of the net proceeds of this offering
and incremental earnings anticipated as a result of recent acquisitions, the
Company expects its ratio of funded debt to EBITDA to decrease and,
consequently, expects the applicable spread over the Eurodollar rate to decrease
from 1.75% to 1.50% in November 1995. In addition, assuming all of the
Convertible Debentures are converted into Common Stock, the applicable spread
over the Eurodollar rate under the Credit Facility is expected to decrease
further to 1.25%.

In August 1995, the Company entered into a three year interest rate swap
agreement whereby the Company fixed a maximum interest rate on $125 million of
its Credit Facility. The interest rate is the fixed rate of approximately 5.9%
plus the applicable spread over the Eurodollar rate as determined under the
Credit Facility.

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CAPITALIZATION

The following table sets forth the current maturities of long-term debt and
the total capitalization of the Company as of June 30, 1995, on an actual basis
and as adjusted to reflect (i) additional borrowings by the Company subsequent
to June 30, 1995 of $50.0 million under the Company's credit facility and (ii)
the sale by the Company of the 5,500,000 shares of Common Stock offered hereby
and the application of the net proceeds therefrom (estimated to be $102.1
million). This table should be read in conjunction with the Company's
consolidated financial statements and the notes thereto incorporated by
reference herein.

AS OF JUNE 30, 1995
----------------------------
ACTUAL AS ADJUSTED(1)
(IN THOUSANDS)

Current maturities of long-term debt...................... $ 29,655 $ 27,613
======== =======
Long-term debt:
Revolving loan.......................................... $ 70,000 $ 43,419
Term loan............................................... 230,000 206,515
Industrial revenue bonds................................ 80,500 80,500
Convertible Debentures.................................. 48,995 48,995
Other long-term debt.................................... 14,775 14,775
-------- -------
Total long-term debt............................ 444,270 394,204
-------- -------
Stockholders' equity:
Common Stock, $.01 par value, 150,000,000 authorized,
51,025,056 and 56,525,056 issued, respectively(2).... 510 565
Additional paid-in capital.............................. 521,043 623,096
Accumulated deficit..................................... (381,883) (381,883)
Less treasury stock at cost, 149,285 shares............. (1,961) (1,961)
-------- -------
Total stockholders' equity...................... 137,709 239,817
-------- -------
Total capitalization............................ $ 581,979 $ 634,021
======== =======

- ---------------

(1) Does not reflect the exercise of warrants to purchase 137,500 shares of
Common Stock by the Selling Stockholder or the receipt by the Company of
approximately $1.3 million upon such exercise.

(2) Excludes 3,697,735 shares issuable upon conversion of the Convertible
Debentures and 5,142,089 shares issuable upon exercise of outstanding
options and warrants as of June 30, 1995.

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BUSINESS

USA Waste is the fourth largest integrated solid waste management company
in North America and serves municipal, commercial, industrial and residential
customers in 21 states. The Company'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 29
landfills, 21 transfer stations and 42 collection operations and serves more
than 450,000 customers. The Company manages its operations on a decentralized
basis with a vice president in each region or division being responsible for the
day-to-day operations and financial performance of that region or division.

Approximately 54% of the Company's revenues for the six months ended June
30, 1995 was attributable to collection operations, approximately 30% was
attributable to landfill disposal fees and approximately 9% was from transfer
operations. The remaining 7% was attributable to other operations. Of the
collection revenues, approximately 44%, 24% and 32% were from commercial,
residential and industrial customers, respectively. The Company focuses
primarily on residential, commercial and permanent roll-off customers because
such customers tend to provide more predictable waste stream volumes. The
Company's average landfill volume for the three months ended June 30, 1995 was
approximately 23,500 tons per day.

INDUSTRY BACKGROUND

The solid waste management industry in North America accounts for an
estimated $30 billion per year in revenues. Despite the size of the solid waste
management industry, historically it has been a fragmented industry, with
primarily local operators servicing relatively small areas. In recent years,
however, the industry has undergone a period of significant consolidation.

The solid waste management industry has been significantly affected by
increased regulation of collection and disposal activities. In October 1991, the
Environmental Protection Agency adopted new regulations, pursuant to Subtitle D
of the Resource Conservation and Recovery Act, governing the disposal of non-
hazardous solid waste. These regulations led to a variety of requirements
applicable to landfill disposal sites, including the construction of liners and
the installation of leachate collection systems, groundwater monitoring systems
and methane gas recovery systems. The regulations also require enhanced control
systems to monitor more closely the waste streams being disposed at landfills,
extensive post-closure monitoring of sites and financial assurances that
landfill operators will be able to comply with the stringent regulations. The
result of these regulatory requirements has been increased costs throughout the
solid waste management industry, with particularly dramatic increases for
landfill operators.

The rising costs associated with increasingly stringent industry
regulations have tended to promote consolidation and acquisition activity within
the industry. Many industry participants have found the increased costs
difficult to bear. Consequently, many smaller, independent operators have
decided to either close their operations or sell them to stronger operators.
Some municipalities have chosen to discontinue their operations and have turned
the management of solid waste services over to private concerns. In addition,
compliance costs have directly affected costs in the transfer and collection
markets as landfill operators have attempted to pass compliance costs on to
customers by increasing fees for disposal.

STRATEGY

The Company seeks to capitalize on the consolidation in the solid waste
management industry in several ways. Key elements of the Company's strategy
include:

- Increasing productivity and operating efficiencies in existing and
acquired operations. The Company seeks to increase productivity, achieve
administrative and operating efficiencies and improve profitability in
existing operations and acquired businesses, with the objective of
becoming the low cost operator in each of its markets. Measures taken by
the Company in this connection include consolidating and implementing
uniform administrative and management systems, restructuring and
consolidating collection routes, improving equipment utilization, and
increasing employee productivity through incentive compensation and
training programs. The Company's management believes that its ability to

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11

serve markets as a low cost operator is fundamental to achieving
sustainable internal growth and to realizing the benefits of its
acquisition strategy.

- Increasing revenues and enhancing profitability through tuck-in
acquisitions. The Company continually seeks to expand its services
through the acquisition of additional solid waste management businesses
and operations that can be effectively integrated with the Company's
existing operations. These acquisitions typically involve adding
collection operations, transfer stations or landfills that are
complementary to existing operations and that permit the Company to
implement operating efficiencies and increase asset utilization.

- Expanding into new markets through acquisitions. The Company pursues
acquisitions in new markets where the Company believes it can strengthen
its overall competitive position as a national provider of integrated
solid waste management services and where opportunities exist to apply
the Company's operating and management expertise to enhance the
performance of acquired operations.

The Chambers Merger provided the Company the opportunity to capitalize on
the substantial investment made by Chambers in the permitting, design and
construction of its landfills. The Company has taken a variety of steps to
increase waste flows and improve efficiencies of Chambers' collection and
landfill operations, including the completion of recent acquisitions that
complement existing Chambers operations, implementing various routing and other
operating efficiencies and attracting additional customers. The Company has also
undertaken to reduce overhead and operating costs and increase employee
productivity. In this connection, the Company has closed the Chambers corporate
headquarters in Pittsburgh, Pennsylvania, relocated two regional offices of
Chambers to existing facilities of the Company and implemented headcount
reductions. To increase productivity, the Company is implementing incentive
compensation programs for Chambers employees where such programs were not
previously available.

OPERATIONS

The Company's services include collection, transfer, disposal, recycling
and certain other waste management services, including soil remediation and
medical waste incineration. The Company operates in 21 states with 29 landfills,
42 collection operations and 21 transfer stations and serves more than 450,000
customers.

SOLID WASTE LANDFILLS

Municipal solid waste landfills are the primary depository for solid waste
in North America. A landfill must be maintained carefully to meet federal, state
and local regulations. Maintenance includes excavation, continuous spreading and
compacting of waste, and covering of waste with earth or other inert material at
least once a day. The cost of transferring solid waste to a disposal location
places a geographic restriction on solid waste companies. Access to a disposal
facility, such as a landfill, is a requirement for all solid waste management
companies. While access can be obtained to disposal facilities owned or operated
by unaffiliated parties, the Company believes that it is generally preferable
for collection companies to own or operate their own disposal facilities so that
access can be assured on favorable terms. Revenues from the Company's landfills,
consisting of landfill disposal fees, are generated from third-party solid waste
collectors and generators. Disposal fees are based on the weight or volume and
the type of waste disposed at the landfills.

The Company currently owns and operates 28 non-hazardous solid waste
landfills, including two construction and demolition debris landfills, and
operates one landfill pursuant to contract. The average remaining life of such
landfills, based on the aggregate remaining permit capacity and the aggregate
current average monthly disposal volumes, is approximately 22 years.

The ownership or lease of a landfill site enables the Company to dispose of
its collected waste without payment of disposal fees to others. The Company does
not own or lease a landfill site in every metropolitan area in which it is
engaged in waste collection. To date, the Company has not experienced excessive
difficulty securing the use of disposal facilities owned or operated by others
in those metropolitan areas in which it does not own or operate its own
landfill. The Company's landfills are also used by other waste collection
companies and government agencies on a contract or noncontract basis.

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12

Prior to the Chambers Merger, Chambers had invested substantial capital to
develop landfills in compliance with strict environmental standards. Development
activities included site selection and site feasibility studies, environmental
assessments (including hydrological and geological reviews), land acquisition,
engineering and design work for the site as a whole, and the design and
construction of the landfill infrastructure. The infrastructure consists of
roadway or rail access systems, initial clearing and site preparation, leachate
and methane collection and treatment systems, and stormwater and surface water
management systems. A large portion of the infrastructure expenditures with
respect to each site is nonrecurring and required only at the initial phase in
order to prepare the site for the receipt of waste and to support the operation
of the landfill throughout its useful life.

COLLECTION

Solid waste collection is generally provided under two primary types of
arrangements, depending on the customer being served. Commercial and roll-off
collection services are generally performed under one- to three-year service
agreements. Many residential solid waste collection services are performed under
contracts with, or franchises granted by, municipalities or regional authorities
that give the Company exclusive rights to service all or a portion of the homes
in their jurisdiction. Such contracts or franchises usually range in duration
from one to five years. Collection fees are determined by such factors as
collection frequency, type of collection equipment furnished by the Company, the
type and volume or weight of the waste collected, the distance to the disposal
facility and cost of disposal. Residential collection fees are either paid by
the municipalities out of tax revenues or service charges or are paid directly
by the residents receiving the service.

As part of its services, the Company provides steel containers to most of
its commercial and roll-off customers to store solid waste. These containers,
ranging in size from one to 45 cubic yards, are designed to be lifted
mechanically and either emptied into a collection vehicle's compaction hopper
or, in the case of roll-off containers, to be loaded onto the collection
vehicle. The use of containers enables the Company to service most of its
commercial and roll-off customers with collection vehicles operated by a single
employee.

The Company often obtains waste collection accounts through acquisitions,
including the purchase of customer lists, routes, and equipment. Once a
collection operation is acquired, programs designed to improve equipment
utilization, employee productivity, operating efficiencies, and overall
profitability are implemented. The Company also solicits commercial and roll-off
customers in areas surrounding acquired residential collection markets as a
means of further improving operating efficiencies and increasing volumes of
solid waste collection.

TRANSFER STATIONS

A transfer station is a facility where solid waste is received from
collection vehicles and then transferred to and compacted in large,
specially-constructed trailers for transportation to disposal facilities. This
consolidation reduces costs by improving utilization of collection personnel and
equipment, and is a standard procedure in the solid waste management industry.
Fees are generally based upon such factors as the type and volume or weight of
the waste transferred and the transport distance involved.

RECYCLING

In response to the increasing public environmental awareness and expanding
federal and state regulations pertaining to waste recycling, the Company has
developed recycling as a component of its integrated solid waste management
plan. Curbside collection of recyclable materials for residential customers,
commercial and industrial collection of recyclable materials, and, to a lesser
extent, material recovery/waste reduction facilities are services in which the
Company has become involved to complement its collection and transfer
operations, and additional opportunities for expansion in these areas will
continue to be evaluated.

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OTHER

The Company owns and operates two soil remediation facilities in
Pennsylvania serving the greater Philadelphia metropolitan area, New Jersey, and
southern New York. In addition, the Company owns and operates a medical, special
and municipal waste incineration facility in South Carolina which is permitted
to incinerate 200 tons per day of medical waste, municipal solid waste and other
approved non-hazardous special wastes.

SELLING STOCKHOLDER

The following table sets forth certain information with respect to the
beneficial ownership of Common Stock as of the date of this offering and as
adjusted to reflect the sale of the Common Stock offered hereby by the Selling
Stockholder.

BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING
--------------------- NUMBER OF ---------------------
NUMBER SHARES BEING NUMBER
SELLING STOCKHOLDER OF SHARES PERCENT OFFERED HEREBY OF SHARES PERCENT

FSC Corp.(1)........................... 187,917 * 137,500 50,417 *

- ------------------------------

* Less than 1%.

(1) FSC Corp. is an affiliate of The First National Bank of Boston, a lender to
the Company and an agent under the Company's credit facility.

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14

UNDERWRITING

Subject to the terms and conditions contained in the Underwriting
Agreement, a syndicate of underwriters named below (the "Underwriters"), for
whom Donaldson, Lufkin & Jenrette Securities Corporation, Deutsche Morgan
Grenfell/C. J. Lawrence Inc. and Smith Barney Inc. are acting as representatives
(the "Representatives"), has agreed to purchase 5,500,000 shares of Common Stock
from the Company and 137,500 shares of Common Stock from the Selling
Stockholder. The number of shares of Common Stock that each Underwriter has
agreed to purchase is set forth below.

NUMBER
UNDERWRITERS OF SHARES

Donaldson, Lufkin & Jenrette Securities Corporation........................ 1,199,168
Deutsche Morgan Grenfell/C. J. Lawrence Inc................................ 1,199,166
Smith Barney Inc........................................................... 1,199,166
Bear, Stearns & Co. Inc.................................................... 80,000
CS First Boston Corporation................................................ 80,000
Alex. Brown & Sons Incorporated............................................ 80,000
Dillon, Read & Co. Inc..................................................... 80,000
A.G. Edwards & Sons, Inc................................................... 80,000
Goldman, Sachs & Co........................................................ 80,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated......................... 80,000
J. P. Morgan Securities Inc................................................ 80,000
Morgan Stanley & Co. Incorporated.......................................... 80,000
PaineWebber Incorporated................................................... 80,000
Prudential Securities Incorporated......................................... 80,000
Robertson, Stephens & Company.............................................. 80,000
Fahnestock & Co. Inc....................................................... 80,000
First Analysis Securities Corporation...................................... 80,000
Sanders Morris Mundy Inc................................................... 80,000
Arnhold and S. Bleichroeder, Inc........................................... 40,000
Robert W. Baird & Co. Incorporated......................................... 40,000
First Southwest Company.................................................... 40,000
Hoak Securities Corporation................................................ 40,000
Interstate/Johnson Lane Corporation........................................ 40,000
Janney Montgomery Scott Inc................................................ 40,000
Legg Mason Wood Walker, Incorporated....................................... 40,000
McDonald & Company Securities, Inc......................................... 40,000
The Ohio Company........................................................... 40,000
Parker/Hunter Incorporated................................................. 40,000
Pennsylvania Merchant Group Ltd............................................ 40,000
Principal Financial Securities, Inc........................................ 40,000
Ragen MacKenzie Incorporated............................................... 40,000
Raymond James & Associates, Inc............................................ 40,000
Rauscher Pierce Refsnes, Inc............................................... 40,000
Roney & Co................................................................. 40,000
Southwest Securities, Inc.................................................. 40,000
Stephens Inc............................................................... 40,000
Tucker Anthony Incorporated................................................ 40,000
Van Kasper & Company....................................................... 40,000
William K. Woodruff & Company Incorporated................................. 40,000
---------
Total............................................................ 5,637,500
=========

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The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock are
subject to the approval of certain legal matters by counsel and to certain other
conditions. If any of the shares of Common Stock are purchased by the
Underwriters pursuant to the Underwriting Agreement, all such shares of Common
Stock (other than the shares of Common Stock covered by the over-allotment
option described below) must be so purchased.

The Company and the Selling Stockholder have been advised by the
Representatives that the Underwriters propose to offer the Common Stock to the
public initially at the price to the public set forth on the cover page of this
Prospectus and to certain dealers (who may include the Underwriters) at such
price less a concession not to exceed $0.58 per share. The Underwriters may
allow, and such dealers may reallow, a discount not in excess of $0.10 per share
to any other Underwriter and certain other dealers.

The Company has granted to the Underwriters an option to purchase up to
845,625 additional shares of Common Stock at the price set forth on the cover
page of this Prospectus less underwriting discounts and commissions, solely to
cover over-allotments. Such option may be exercised at any time until 30 days
after the date of this Prospectus. To the extent that the Underwriters exercise
such option, each of the Underwriters will be committed, subject to certain
conditions, to purchase a number of option shares proportionate to such
Underwriter's initial commitment as indicated in the preceding table.

The Company, subject to certain exceptions, and the officers, directors and
certain stockholders (including the Selling Stockholder) of the Company have
agreed not to offer, sell or otherwise dispose of any shares of Common Stock or
any securities convertible into, or exercisable for, any shares of Common Stock
prior to the expiration of 90 days from the date of this Prospectus, without the
prior written consent of the Representatives.

The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act or to contribute to payment that the Underwriters may be required
to make in respect thereof.

Donaldson, Lufkin & Jenrette Securities Corporation and Smith Barney Inc.
have from time to time performed various investment banking and financial
advisory services for the Company for which customary compensation has been
received. Deutsche Bank Aktiengesellschaft, the parent of Deutsche Morgan
Grenfell/C. J. Lawrence Inc., is a lender under the Company's Credit Facility.
Two of the Company's directors, Mr. John E. Drury and Mr. George L. Ball, are
directors and shareholders of Sanders Morris Mundy Inc.

LEGAL MATTERS

The validity of the issuance of the shares offered hereby will be passed
upon for the Company by Andrews & Kurth L.L.P., Houston, Texas. Certain legal
matters will be passed upon for the Underwriters by McDermott, Will & Emery,
Chicago, Illinois.

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EXPERTS

The consolidated financial statements of the Company (i) as of December 31,
1993 and 1994, and for each of the three years in the period ended December 31,
1994, which are included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, as amended by Form 10-K/A, and are included
and incorporated by reference into the Company's Joint Proxy Statement and
Prospectus dated May 19, 1995, and (ii) the supplemental consolidated financial
statements of the Company as of December 31, 1993 and 1994, and for each of the
three years in the period ended December 31, 1994, which are included in the
Company's Current Report on Form 8-K dated June 30, 1995, incorporated in this
Prospectus by reference have been audited by 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 Envirofil, Inc. for the year ended
June 30, 1993 and the combined financial statements of the Acquired New Jersey
Solid Waste Companies as of December 31, 1992 and 1993 and for each of the three
years in the period ended December 31, 1993 incorporated into this Prospectus by
reference to Envirofil, Inc.'s Form 8-K filed with the Commission on February
28, 1994, as amended by Envirofil, Inc.'s Form 8-K/A filed with the Commission
on May 11, 1994, have been incorporated by reference herein in reliance upon the
report of Arthur Andersen LLP, independent public accountants, given on the
authority of that firm as experts in accounting and auditing in giving said
report.

The consolidated financial statements of Chambers at December 31, 1993 and
1994, and for each of the three years in the period ended December 31, 1994,
incorporated by reference in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated by reference herein, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.

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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDER OR THE UNDERWRITERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THESE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.

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TABLE OF CONTENTS

PAGE

Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Prospectus Summary.................... 3
Risk Factors.......................... 7
Use of Proceeds....................... 8
Capitalization........................ 9
Business.............................. 10
Selling Stockholder................... 13
Underwriting.......................... 14
Legal Matters......................... 15
Experts............................... 16

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5,637,500 SHARES

USA WASTE
SERVICES, INC.

COMMON STOCK

--------------------
PROSPECTUS
--------------------

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

DEUTSCHE MORGAN GRENFELL

SMITH BARNEY INC.

OCTOBER 2, 1995

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