January 30, 1998



Earl E. Defrates
U.S.A. Waste Services Inc.
5400 LBJ Freeway
Suite 300 - Tower One
Dallas, TX  75240


RE:   Amended Schedule 13G


Enclosed pursuant to Rule 13d-2(b) under the Securities Exchange
Act of 1934 is a report on Schedule 13G reporting beneficial
ownership at
December 31, 1997 by American Express Company and American
Express Financial Corporation in common stock of U.S.A. Waste
Services Inc..


Sincerely,



Steve Turbenson
Director - External Reports and Tax




Enclosure




               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D. C. 20549
                                
                          SCHEDULE 13G
                                
                                
          Under the Securities and Exchange Act of 1934



                 U.S.A. Waste Services Inc. Inc.
                        (Name of Issuer)

                          Amendment #1

                          Common Stock
                 (Title of Class of Securities)



                           902917-10-3
                         (CUSIP Number)






The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.







                     CUSIP NO.  902917-10-3


1) Name of Reporting Person         American Express Company

   S.S. or I.R.S. Identification    IRS No. 13-4922250
   No. of Above Person


2) Check the Appropriate Box            (a)
   if a Member of a Group               (b) X - Joint Filing


3) SEC Use Only


4) Citizenship or Place of Organization      New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
   (5)              Sole Voting Power   -0-
   (6)              Shared Voting Power 3,667,168
   (7)              Sole Dispositive Power   -0-
   (8)              Shared Dispositive Power 14,304,580


9) Aggregate Amount Beneficially
   Owned by Each Reporting Person       14,304,580


10)   Check if the Aggregate Amount in
   Row (9) Excludes Certain Shares      Not Applicable


11)   Percent of Class Represented by
   Amount In Row (9)                    6.6%


12)   Type of Reporting Person          CO, HC




                     CUSIP NO.   902917-10-3


1) Name of Reporting Person         American Express Financial Corporation

   S.S. or I.R.S. Identification    IRS No. 13-3180631
   No. of Above Person


2) Check the Appropriate Box            (a)
   if a Member of a Group               (b) X - Joint Filing


3) SEC Use Only


4) Citizenship or Place of Organization           Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
   (5)                Sole Voting Power                -0-
   (6)                Shared Voting Power              3,667,168
   (7)                Sole Dispositive Power           -0-
   (8)                Shared Dispositive Power         14,304,580


9) Aggregate Amount Beneficially
   Owned by Each Reporting Person       14,304,580


10)   Check if the Aggregate Amount in
   Row (9) Excludes Certain Shares      Not Applicable


11)   Percent of Class Represented by
   Amount In Row (9)                    6.6%


12)   Type of Reporting Person          CO, IA


 1(a)                              Name of Issuer:U.S.A. Waste Services Inc.

1(b)                               Address of Issuer's Principal5400 LBJ Freeway
      Executive Offices:           Suite 300 - Tower One
                                   Dallas, TX  75240


2(a)                          Name of Person Filing:American Express Company
                                   American Express Financial
Corporation

2(b)                               Address of Principal Business
Office:                            American Express Company
                                   American Express Tower
                                   200 Vesey Street
                                   New York, NY  10285

                                   American Express Financial
Corporation
                                   IDS Tower 10
                                   Minneapolis, MN  55440


2(c)             Citizenship:           See Item 4 of Cover Page

2(d)        Title of Class of Securities:                        Common Stock

2(e)             Cusip Number:               902917-10-3

3     Information if statement is filed pursuant to Rules 13d-
1(b) or 13d-2(b):
        American Express Company, one of the persons filing this
        statement, is a Parent Holding Company in accordance with
        Rule 13d-1(b)(ii)(G).
        
        American Express Financial Corporation, one of the
        persons filing this statement, is an Investment Advisor
        registered under section 203 of the Investment Advisors
        Act of 1940.
        
4(a)             Amount Beneficially Owned as of December 31,
1997:   See Item 9 of Cover Pages

4(b)             Percent of Class:    See Item 11 of Cover Pages

4(c)             Number of Shares as to which such person has:
      (i) Sole power to vote or to direct the vote:   See Item 5
      of Cover Pages
      (ii)       Shared power to vote or direct the vote:   See
Item 6 of Cover Pages
      (iii)      Sole power to dispose or to direct the
disposition of:   See Item 7
          of Cover Pages
      (iv)       Shared power to dispose or to direct the
disposition of:   See Item 8
          of Cover Pages
5     Ownership of 5% or Less of a Class:
      If this statement is being filed to report the fact
      as of the date hereof the reporting person has ceased
      to be the beneficial owner of more than five percent
      of the class of securities, check the following  (
      ).

6     Ownership of more than 5% on Behalf of Another Person:

                            Not Applicable

7     Identification and Classification of the Subsidiary Which
Acquired the                            Security Being Reported
on by the Parent Holding Company:

                            See Exhibit I

8     Identification and Classification of Members of the Group:

                            Not Applicable

9     Notice of Dissolution of Group:

                            Not Applicable

10    Certification:

         By signing below I certify that, to the best of my
     knowledge and belief, the securities referred to above
     were acquired in the ordinary course of business and
     were not acquired for the purpose of and do not have
     the effect of changing or influencing the control of
     the issuer of such securities and were not acquired in
     connection with or as a participant in any transaction
     having such purposes or effect.

         After reasonable inquiry and to the best of my
     knowledge and belief, I certify that the information
     set forth in this statement is true, complete and
     correct.

                                   American Express Financial
Corporation


Dated:    December 31, 1997         By
                                    Signature

                                    Steve Turbenson
                                    Director - External Reports
                                    and Tax
                                    Name/Title

                                    Telephone: (612)  671-2059

                          Exhibit Index


Exhibit I    Identification and Classification of the Subsidiary
             which Acquired the Security Being Reported on by
             the Parent Holding Company.

Exhibit II   Statement of American Express Company

Exhibit III  Statement of American Express Financial Corporation

                           Exhibit  I
                                
                               to
                                
                          Schedule  13G

   One of the persons filing this statement is a parent holding
company.  The relevant subsidiary, American Express Financial
Corporation, a Delaware Corporation, is registered as investment
advisor under section 203 of the Investment Advisors Act of 1940.
                           EXHIBIT II
                                
                               to
                                
                          SCHEDULE 13G
                                
                            under the
                                
                 Securities Exchange Act of 1934

American Express Company, American Express Tower, World
Financial Center, New York, New York disclaims beneficial
ownership of the securities referred to in the Schedule 13G to
which this exhibit is attached, and the filing of this
Schedule 13G shall not be construed as an admission that
American Express Company is, for the purpose of Section 13(d)
or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Schedule
13G.

Pursuant to Rule 13d-1(f) (1) and subject to the preceding
disclaimer, American Express Company affirms it is
individually eligible to use Schedule 13G and agrees that this
Schedule is filed on its behalf, and authorizes the President,
any Vice President, the comptroller, the Secretary, the
General Counsel, any Associate General Counsel or any Counsel,
each with power to act singly, of each subsidiary of American
Express Company making this filing to sign this statement on
behalf of American Express Company.


                            AMERICAN EXPRESS COMPANY



                            By:____________________________
                            Name:       Stephen P. Norman
                            Title:      Secretary
                          Exhibit  III
                                
                               to
                                
                          Schedule  13G
                                
                           Under  the
                                
                 Securities Exchange Act of 1934


   Pursuant to Rule 13d-1(f)(1), American Express Financial
Corporation affirms that it is individually eligible to use
Schedule 13G and agrees that this Schedule is filed in its
behalf.


                            American Express Financial Corporation


                                 By:
                                   Steve Turbenson
                                   Director - External Reports
                                   and Tax