<PAGE>
 
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 10-K

                         -----------------------------
                                  (MARK ONE)

[X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                      OR
[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE TRANSITION PERIOD FROM         TO
                       
                       COMMISSION FILE NUMBER: 0-14246
                        WHEELABRATOR TECHNOLOGIES INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                    22-2678047
(STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

 
                              4 LIBERTY LANE WEST
                         HAMPTON, NEW HAMPSHIRE 03842
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  603/929-3000

          Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of Each Exchange
    Title of Each Class                             on Which Registered
    -------------------                           ----------------------
                                                   
Common Stock, $0.01 par value                     New York Stock Exchange

       Securities registered pursuant to Section 12(g) of the Act:  None

          Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                 Yes  X   No 
                                     ---     ---    

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

          The aggregate market value of the voting stock of the registrant held
by stockholders who were not affiliates (as defined by regulations of the
Securities and Exchange Commission) of the registrant was approximately
$958,284,304 at February 3, 1997 (based on the closing sale price on the New
York Stock Exchange Composite Tape on January 31, 1997, as reported by The Wall
Street Journal (Midwest Edition)). At March 19, 1997, the registrant had issued
and outstanding an aggregate of 161,597,573 shares of its common stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the registrant's Annual Report to Stockholders for the
year ended December 31, 1996 are incorporated by reference into Parts II and IV.
Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on April 30, 1997 are incorporated by reference into
Part III.

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                                     PART I

Item 1 -- Business

General

     Wheelabrator Technologies Inc. is a leading developer of facilities and
systems for, and provider of services to, the trash-to-energy and waste fuel
powered independent power markets. The Company develops, arranges financing for,
operates and owns facilities that dispose of trash and other waste materials in
an environmentally acceptable manner by recycling them into electrical or steam
energy. The Company is also pursuing the development, ownership and/or operation
of power plants for industrial customers. In addition, the Company is involved
in the treatment and management of biosolids resulting from the treatment of
wastewater by converting them into useful fertilizers and the recycling of
organic wastes into compost material useable for horticultural and agricultural
purposes. Finally, the Company designs and installs technologically-advanced air
pollution control systems and equipment.

     The Company's predecessor companies and subsidiaries have been active in
project development for approximately 22 years, and in related activities since
the turn of the century. A description of projects in operation which are owned,
leased or operated under long-term operating agreements by the Company's
subsidiaries or affiliates is contained in Item 2 -- Properties. In addition to
the projects described in Item 2, the Company has domestic and international
projects in various stages of development that, in most cases, are subject to
contingencies, many of which are beyond the Company's control. Such
contingencies include, without limitation, obtaining required permits or
approvals, obtaining equity and/or debt financing and consummating required
project agreements.

     The Company (then known as The Henley Group, Inc.) was incorporated in
Delaware in December 1985. The name of the Company was changed in December 1988
to The Wheelabrator Group Inc. and again in August 1989 to Wheelabrator
Technologies Inc. Unless the context indicates to the contrary, as used in this
report, the term "Company" refers to Wheelabrator Technologies Inc. and its
subsidiaries. Unless otherwise indicated, all statistical and financial
information under Item 1 and Item 2 of this report is given as of December 31,
1996.

     Approximately 65% of the Company's common stock, par value $0.01 per share
(the "Common Stock"), outstanding as of March 1, 1997, was owned by WMX
Technologies, Inc. ("WMX") or its affiliates.

Services and Products

     As further described herein, in 1996 the Company disposed of its water
process, manufacturing and custom engineered businesses and is in the process of
divesting the water contract operations, outsourcing and privatization
businesses. The Company has therefore reported its continuing operations as
being within one industry segment.

     Energy Projects The Company, through Wheelabrator Environmental Systems
Inc. and its subsidiaries, is a leading developer, operator and owner of trash-
to-energy and waste fuel powered independent power facilities in the United
States. These facilities, either owned or operated, give the Company
approximately 920 megawatts per hour of electric generating capacity. The
Company's trash-to-energy projects utilize proven boiler and grate technology
and are capable of processing up to 23,750 tons of trash per day. The heat from
this combustion process is converted into high-pressure steam, which typically
is used to generate electricity for sale to public utility companies under long-
term contracts.

     The Company's trash-to-energy development activities have historically
involved a number of contractual arrangements with a variety of private and
public entities, including municipalities (which supply trash for combustion),
utilities or other power users (which purchase the energy produced by the
facility), lenders, public debtholders, joint venture partners and equity
investors (which provide financing for the project) and the contractors or
subcontractors responsible for building the facility. In addition, the Company's
activities have often included identifying and acquiring sites for the facility
and for the disposal of residual ash produced by the facility and obtaining
necessary permits and licenses from local, state and federal regulatory
authorities.


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          The Company also develops, operates and, in some cases, owns
independent power projects, which either cogenerate electricity and thermal
energy or generate electricity alone for sale to customers, including utilities
and private industry. Cogeneration is a technology which allows the simultaneous
production of two or more useful forms of energy from a single primary fuel
source, thus providing a more efficient use of a fuel's total energy content.
These power systems use waste wood, waste tires, waste coal or natural gas as
fuel, and employ state-of-the-art technology, such as fluidized-bed combustion,
to ensure the efficient burning of fuel with reduced emission levels. The
Company acquired two industrial cogeneration plants (so-called "inside-the-
fence" facilities) during the year as part of its strategy to leverage its
energy plant operating capabilities and project financing expertise by owning
and/or operating power plants for industrial customers. The first facility,
located in Martell, California, was acquired in May 1996 and the second plant,
located in Anderson, California, near one of the Company's other facilities, was
purchased in November 1996.

          BIOSOLIDS MANAGEMENT Through Wheelabrator Water Technologies Inc. and
its subsidiaries, the Company develops, operates and owns projects that compost
organic wastes and treat and manage biosolids. The Company offers generators of
biosolids (the non-hazardous sludges resulting from treatment of municipal and
industrial wastewater) alternatives to landfilling or other disposal options.
The Company currently provides a range of management services, including land
application, drying, pelletizing, alkaline stabilization and composting to more
than 400 communities, typically pursuant to multi-year contracts under which the
Company is paid by the generator to make beneficial use of the biosolids.
Regulations issued by the United States Environmental Protection Agency ("EPA")
in December 1992 under the Clean Water Act encourage the beneficial use of
municipal sewage sludge by recognizing the resource value of biosolids as a
fertilizer and soil conditioner, and establish requirements for land application
designed to protect human health and the environment.

          Land application involves the application of non-hazardous biosolids
as a natural fertilizer on farmland pursuant to rigorous site-specific permits
issued by applicable state authorities. Biosolids are also used in land-
reclamation projects such as strip mines. Land-applied biosolids are often
stabilized prior to application using proprietary technology. The Company also
develops and operates facilities at which biosolids are dried and pelletized,
and has three facilities currently in operation and one other facility presently
undergoing start-up activities. Development of dryer facilities generally
involves various contractual arrangements with a variety of private and public
entities, including municipalities (which generate the biosolids), lenders,
contractors and subcontractors (which build the facilities) and end-users of the
fertilizer generated from the treatment process. These facilities incorporate a
variety of biosolids drying and emission control technologies, some proprietary
and some licensed to the Company under exclusive licensing arrangements. See
"Patents, Trademarks, Licenses and Other Agreements." The Company has
approximately 635 dry-tons-per-day of biosolids drying capacity either in
operation or under construction. Biosolids which have been dried and pelletized
are generally used as fertilizer by farmers, commercial landscapers and
nurseries and as a bulking agent by fertilizer manufacturers.

          AIR QUALITY The Company's subsidiaries design and install advanced air
pollution control equipment. The Company offers electrostatic precipitators,
flue-gas desulfurization systems (scrubbers), and fabric-filter systems
(baghouses), which remove pollutants from the emissions of the Company's trash-
to-energy facilities as well as power plants and other industrial facilities.
The Company also designs, constructs and maintains tall concrete chimneys and
storage silos. The Company's expertise in air pollution control technologies and
chimney design and construction is used in the design and construction of the
Company's trash-to-energy facilities, which the Company believes strengthens its
competitive position.

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REGULATION

          While, in general, the Company's businesses have benefited
substantially from increased governmental regulation, the industry itself is
subject to extensive and evolving regulation by federal, state, local and
foreign authorities. Due to the complexity of regulation of the industry and to
public pressure, implementation of existing and future laws, regulations or
initiatives by different levels of government may be inconsistent and difficult
to foresee. In addition, the demand for certain of the Company's services may be
adversely affected by the amendment or repeal, or reduction in enforcement of,
federal, state and foreign laws and regulations on which the Company's
businesses engaged in providing such services are dependent. Demand for certain
of the Company's services may also be adversely affected by delays or reductions
in funding, or failure of legislative bodies to fund, agencies or programs under
such laws and regulations. The Company makes a continuing effort to anticipate
regulatory, political and legal developments that might affect its operations
but is not always able to do so. The Company cannot predict the extent to which
any legislation or regulation that may be enacted, amended, repealed or
enforced, or any failure or delay in enactment or enforcement of legislation or
regulations or funding of government agencies or programs, in the future may
affect its operations.

          The Company's business activities are subject to environmental
regulation under the same federal, state and local laws and regulations which
apply to the Company's customers, including the Clean Air Act, as amended, the
Clean Water Act, as amended, and the Resource Conservation and Recovery Act of
1976, as amended ("RCRA"). The Company believes that it conducts its businesses
in an environmentally responsible manner and believes itself to be in material
compliance with applicable laws and regulations. The Company does not anticipate
that maintaining compliance with current requirements will result in any
material decrease in earnings. There can be no assurance, however, that such
requirements will not change so as to require significant additional
expenditures. In particular, within the next several years, the air pollution
control systems at certain trash-to-energy facilities owned or leased by the
Company most likely will be required to be modified to comply with more
stringent air pollution control standards adopted by the EPA in December 1995
for municipal waste combusters. The compliance dates will vary by facility, but
subject to the final decision in certain litigation which could result in up to
an 18-month delay in the deadlines, all affected facilities most likely will be
required to be in compliance with the standards by the end of the year 2000.
Currently available technologies will be adequate to meet the new standards.
Although the total expenditures required for such modifications are estimated to
be $190 million to $230 million, they are not expected to have a material
adverse effect on the Company's liquidity or results of operations because
provisions in the impacted facilities' long-term waste supply agreements
generally allow the Company to recover from customers the majority of
incremental capital and operating costs. There can be no assurance, however,
that the Company would be able to recover, for each project, all such increased
costs from its customers. Moreover, it is possible that future developments,
such as increasingly strict requirements of environmental laws and enforcement
policies thereunder, could affect the manner in which the Company operates its
projects and conducts its business, including the handling, processing or
disposal of the wastes, by-products and residues generated thereby.

          The EPA released a draft Dioxin Reassessment Report in 1994 which was
intended to update the Agency's scientific understanding of the sources of
dioxin emissions, the fate and transport of those emissions, and any potential
links between dioxin in environmental media and adverse human health effects.
The EPA has substantially revised its estimates of dioxin emissions downward
from 1990 to 1995. It is estimated by the EPA Office of Air Quality that the
trash-to-energy industry will be contributing approximately 24 grams of dioxins
per year by 2000 (less than 1 percent of overall dioxin emissions) due to a
strict dioxin emission limit adopted in December 1995. The Company does not
believe that the EPA's dioxin reassessment, or compliance with the new dioxin
emissions limit, will have a material adverse effect on the Company's operations
or financial condition.

          In May 1994, the U.S. Supreme Court ruled that residual ash from the
combustion of municipal solid waste is not exempt from federal hazardous waste
regulations. The EPA and most states had previously taken the position that
residual ash was exempt from such regulation pursuant to the Clarification of
Household Waste Exclusion contained in RCRA. As a result of the Supreme Court's
decision, the EPA announced that ash from the combustion of municipal solid
waste is subject to regulation as a hazardous waste if, when characterized, it
exhibits hazardous characteristics. In response to these developments, the
Company installed its patented WES-PHix(R) technology at all of its trash-to-
energy facilities not previously subject to characterization requirements. In
January 1995, the EPA resolved a significant issue with respect to
characterization of such ash with its determination that ash is only required to
be characterized at the end of the trash-to-energy process in the majority of
such facilities. This determination by the EPA, coupled with the use of the WES-
PHix technology, has enabled the Company to continue to manage its residual ash
as non-hazardous waste. Incremental expenditures required to treat and test
residual ash at the impacted facilities, net of expected

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contractual reimbursements from customers, have not had and are not expected to
have a material adverse impact on the Company's financial condition or results
of operations.

Flow Control

          Also in May 1994, the U.S. Supreme Court ruled that state and local
governments may not constitutionally restrict the free movement of trash in
interstate commerce through the use of flow control laws. Such laws typically
involve a municipality specifying the disposal site for all solid waste
generated within its borders. Since the ruling, several decisions of state or
federal courts have invalidated regulatory flow control schemes in a number of
jurisdictions. Other judicial decisions have upheld non-regulatory means by
which municipalities may effectively control the flow of municipal solid waste.
There can be no assurance that such alternatives to regulatory flow control will
in every case be found to be lawful. For example, the Company's Gloucester
County, New Jersey, facility relies on a disposal franchise for substantially
all of its supply of municipal solid waste. In July 1996, a Federal District
Court permanently enjoined the State of New Jersey from enforcing its solid
waste regulatory flow control system, which was held to be unconstitutional, but
stayed the injunction for as long as its ruling is on appeal plus an additional
period of two years to enable the State to devise an alternative
nondiscriminatory approach. The State has indicated that it will continue to
enforce flow control during the two-year transition period and has filed an
appeal of the Federal District Court's ruling. The New Jersey legislature is now
considering a bill to authorize counties and authorities, including the
Gloucester County Improvement Authority, which administers the Company's
franchise there, to implement a constitutionally permissible system of "economic
flow control" designed to recover waste disposal costs incurred in reliance on
the state's franchise system. In addition, plaintiffs have asked the Third
Circuit Court of Appeals to shorten the stay period. A decision by the appeals
court is expected during the second quarter of 1997.

          The Supreme Court's 1994 ruling and subsequent court decisions have
not to date had a material adverse effect on any of the Company's trash-to-
energy operations. Federal legislation has been proposed, but not yet enacted,
to effectively grandfather existing flow control mandates. In the event that
such legislation is not adopted, the Company believes that affected
municipalities will endeavor to implement alternative lawful means to continue
controlling the flow of waste. In view of the uncertain state of the law at this
time, however, the Company is unable to predict whether such efforts would be
successful or what impact, if any, this matter might have on its trash-to-energy
facilities.

Public Utility Regulatory Policies Act

          The Company's energy facilities are subject to the provisions of
various energy-related laws and regulations, including the Public Utility
Regulatory Policies Act of 1978 ("PURPA"). The ability of the Company's 
trash-to-energy and small power production facilities to sell power to electric
utilities on advantageous terms and conditions and to avoid burdensome public
utility regulation has historically depended, in part, upon the applicability of
certain provisions of PURPA, which generally exempts the Company from state and
federal regulatory control over electricity prices charged by, and the finances
of, the Company and its energy producing subsidiaries. As the states and the
United States Congress have accelerated their consideration of the manner in
which economic efficiencies can be gained by deregulating the electric
generation industry, utilities and others have taken the position that power
sales agreements entered into pursuant to PURPA which provide for rates in
excess of current market rates should be voidable as "stranded assets." The
Company's 25 power production facilities are qualifying facilities under PURPA
and depend on the sanctity of their power sales agreements for their economic
viability. Although a repeal or modification of PURPA is possible within the
next two years, the Company believes it unlikely that such action would
retroactively abrogate the long-term contracts and rate orders pursuant to which
most of the Company's existing projects sell electricity. Furthermore, the
operations of the Company's existing trash-to-energy and other small power
production facilities business are not expected to be materially and adversely
affected if the various benefits of PURPA are repealed or substantially reduced
on a prospective basis. Finally, the passage of the Energy Policy Act of 1992
created an alternative ownership mechanism by which the Company's future
independent power projects would be able to participate in the electricity
generation industry without the burdens of traditional public utility
regulation. Notwithstanding the above, however, the Company can give no
assurances that future utility restructurings, court decisions, or legislative
or administrative action in this area will not have a material adverse impact
upon the Company's financial position or results of operations.

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COMPETITION

          The Company experiences substantial competition in all aspects of its
business. It competes with a number of firms, both nationally and
internationally, some of which may have substantially greater financial and
technical resources than the Company.

          The principal competitive factors with respect to the Company's
project development activities include technological performance, service,
technical know-how, price and performance guarantees. Competing for selection as
a project developer may require commitment of substantial resources over a long
period of time, without any certainty of ultimately being selected. Competition
for attractive development opportunities is intense, as there are a number of
competitors in the trash-to-energy, independent power, and biosolids management
industries interested in such opportunities. The Company believes that its
comprehensive project development capabilities, operating experience and
financing capabilities will enable it to continue to compete effectively.

          In its biosolids management business, the Company competes with
several large national and regional firms and numerous competitors which provide
service in local markets. In the biosolids market, the principal competitive
factors are price, availability of sites for temporary storage and beneficial
reuse of biosolids and technical experience. In the air pollution control
business, the Company competes with several large and small firms, both
nationally and internationally, depending on the type and size of project being
performed. The principal competitive factors in the air pollution control
industry are price, technological capabilities and service.

          At the time of the 1990 merger between the Company and a subsidiary of
WMX which resulted in WMX's acquisition of a controlling interest in the Company
(the "1990 Merger"), the Company was granted an option to acquire an equity
interest in WMX's international waste services operations, now conducted through
WM International plc ("WM International"), a majority-owned subsidiary of WMX.
In connection with the acquisition of an equity interest in WM International in
1991, the Company agreed that it would not conduct waste management services
operations or engage in the operation and maintenance of water and wastewater
treatment facilities outside of North America, other than through its ownership
interest in WM International, until the later of (i) July 1, 2000 or (ii) the
date on which WMX ceases to beneficially own a majority of the outstanding
shares of common stock or a majority of all outstanding voting equity interests
of WM International.

          Notwithstanding the foregoing, in 1995, the Company and WM
International entered into a joint venture agreement whereby the Company will
have primary responsibility for the early stage development of trash-to-energy
projects outside North America (except in Italy and Germany) and WM
International will have the right to acquire up to 49% of all equity of any such
project available to WM International, the Company and their affiliates, with
the Company or other investors owning the balance. Subject to some exceptions,
the Company has committed to expend $10 million in development costs during the
initial term of the joint venture, which expires on July 1, 2000. Thereafter,
the joint venture will continue indefinitely, subject to the right of either WM
International or the Company to terminate it by giving one year's written
notice.

          In connection with the initial public offering of ordinary shares of
WM International, the Company, WM International, Chemical Waste Management, Inc.
("CWM") and WMX entered into an International Business Opportunities Agreement
which incorporates certain previously existing agreements among certain of the
parties thereto made in connection with the 1990 Merger. The International
Business Opportunities Agreement was amended and restated in connection with the
organization of Rust International Inc. ("Rust"), to which the Company
transferred, among other things, its engineering, environmental consulting and
construction businesses in 1993 in exchange for an equity interest in Rust, and
Rust became a party thereto. Under the Amended and Restated International
Business Opportunities Agreement, the parties agreed that in order to minimize
the potential for conflicts of interest among various subsidiaries under the
common control of WMX, WMX has the right to direct business opportunities to the
WMX controlled subsidiary which, in the reasonable and good faith judgment of
WMX, has the most experience and expertise in the particular line of business
involved. Opportunities in North America relating to (i) the operation and
maintenance and, with respect to item (c) below, design, engineering and
construction, of (a) municipal trash-to-energy facilities, (b) water, wastewater
and sewage treatment facilities (excluding facilities designed to treat
hazardous waste streams), (c) chimneys and air pollution control equipment and
facilities (which allocation is worldwide), and (d) small power projects and
independent power generation facilities (except for landfill gas recovery
facilities which are covered under the Intellectual Property Licensing Agreement
described under "Patents, Trademarks, Licenses and Other Agreements"); and (ii)
facilities which treat or otherwise stabilize ash residues from trash-to-energy

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facilities, have been allocated to the Company. The Agreement allocates certain
business opportunities, some of which were previously allocated to the Company,
to Rust.

          In connection with the Company's sale of its water process,
manufacturing and custom engineering business, WMX and the Company agreed with
the purchaser of such businesses not to engage in such businesses in the United
States or any other country in which the Company conducted such business at the
time of sale until 2001.

RESEARCH AND DEVELOPMENT

          The Company undertakes research and development in numerous areas of
its operations, including energy generation, environmental control and the
handling and recovery of waste materials and waste gases. The Company's
expenditures for research and development for its continuing operations are not
material to its business. Significant technological benefits are also realized
through the Company's experience in operating its existing projects.

PATENTS, TRADEMARKS, LICENSES AND OTHER AGREEMENTS

          The Company owns or licenses a number of patents and patent
applications or other proprietary technology that are important to various
aspects of its business. While certain of such licenses or patented technology
may be material to the development of a given project, the Company believes that
its overall business depends primarily on such factors as project development
capability, engineering skill, and research and production techniques rather
than on patent protection. The Company owns several patents for a heavy metal
stabilization technology marketed worldwide as the WES-Phix Process. The Company
uses this process to stabilize ash residues from its trash-to-energy facilities,
and also licenses the process to other facilities. In 1997, the Company plans to
market the process to other industries for the stabilization of wastes such as
foundry sands, baghouse dusts and contaminated soils.

          Pursuant to a long-standing arrangement between the Company and von
Roll Ltd. ("von Roll"), the Company has an exclusive license in the United
States and Mexico to use certain combustion-grate technology owned by von Roll.
The Company uses this technology in its trash-to-energy projects. The license
agreement runs through December 31, 1998, subject to additional three-year-term
renewals unless either party gives 12 months written notice of termination to
the other. Either party to the license agreement may also terminate the contract
upon one year's written notice and payment of a termination fee. Neither party
has provided a termination notice.

          The Company has an agreement (the "Boiler Purchase Agreement") with
Babcock & Wilcox Company ("B&W"), whereby B&W has agreed to provide, and the
Company has agreed to purchase, certain boilers suitable for use in the
Company's trash-to-energy facilities having a combustion capacity equal to or
greater than 250 tons-per-day. In addition, B&W agrees to maintain the
confidentiality of the Company's proprietary information incorporated in the
boiler design, and not to use such information except for the purpose of
manufacturing boilers for sale to the Company or its affiliates. The
confidentiality provisions will survive the termination of the Boiler Purchase
Agreement. The Boiler Purchase Agreement will remain in effect until June 30,
1997, subject to additional three-year-term renewals.

          The Company possesses foreign and domestic patents on various
biosolids treatment processes. In August 1994, the Company entered into a Know-
How and Patent License Agreement with SC Technology AG of Switzerland pursuant
to which the Company obtained certain exclusive patent and proprietary rights in
the United States with respect to Swiss Combi dryer technology applicable to the
drying and pelletizing of non-hazardous biosolids. The agreement has a five-year
term with certain renewal rights. The Swiss Combi technology has been
incorporated into the Baltimore, Maryland dryer and pelletizer facility which is
now under construction. In addition, the Company holds several patents relating
to the processing of biosolids through a direct biosolids dryer system.

                                       6
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          The Company is a party to a Land Option Agreement, as amended (the
"Land Option Agreement"), with Waste Management, Inc. ("Waste Management"), a
wholly-owned subsidiary of WMX, providing the Company until December 31, 2020,
with the right, subject to certain restrictions, to acquire or lease sites for
future trash-to-energy, biosolids management, organic waste composting or,
subject to certain pre-conditions, medical waste incineration and autoclave
facilities at any of Waste Management's existing or future landfills in the
United States and Canada. Under the Land Option Agreement, Waste Management is
obligated to pay the Company, at the end of the stated term of the agreement, an
amount in cash equal to the Company's book value (less related deferred taxes)
for such portion of the option as has not been allocated to acquired or leased
parcels. In addition, the Company is a party to an Airspace Dedication
Agreement, as amended, with Waste Management permitting the Company, for a
period ending August 12, 2008, and subject to certain conditions and
restrictions, to reserve capacity at Waste Management landfills for the disposal
of certain wastes for fees generally on terms at least as favorable as those
charged to other customers, and granting disposal credits to be credited against
future disposal fees.

          In connection with the 1990 Merger, the predecessor of WM
International, Waste Management International, Inc. ("WMII"), and Waste
Management entered into an Intellectual Property Licensing Agreement with the
Company. WM International has succeeded to the rights and obligations of WMII
under the Intellectual Property Licensing Agreement as well as certain other
agreements to which the Company and WMII were parties. Pursuant to the
Intellectual Property Licensing Agreement: (i) WM International granted the
Company a 10-year, non-exclusive, royalty-free license, with two successive 5-
year renewal options, to the "BRINI" recycling and composting technology owned
by WM International; (ii) Waste Management granted the Company a 10-year, non-
exclusive, royalty-free license, with two successive 5-year renewal options, to
the Recycle America(R) and Recycle Canada(R) trademarks and logos and the
related materials separation and processing technology of Waste Management for
use in conjunction with recycling operations at or adjacent to any Company
facility; (iii) Waste Management agreed to use reasonable efforts to enable the
Company to sell recyclable materials to joint ventures or other markets
developed by Waste Management; (iv) Waste Management agreed, to the extent
consistent with its business plans, to use good faith efforts to develop its
curbside recycling programs and free-standing recyclable materials recovery
facilities to also support Company facilities; (v) the Company agreed to
designate Waste Management as the provider of recyclable collection services for
Company facilities to the extent possible, before offering such opportunity to
any third party; (vi) Waste Management granted the Company a 10-year, non-
exclusive, royalty-free license, with two successive 5-year renewal options, to
all of Waste Management's proprietary technology and know-how in the area of
landfill gas recovery and the conversion of such gas to energy (such license
does not extend to the use by the Company of technology and know-how at sanitary
landfill sites owned, operated or maintained by Waste Management or its
subsidiaries and affiliates, other than the Company and its subsidiaries); and
(vii) Waste Management agreed that only the Company, and not Waste Management,
may develop the business of designing, constructing, operating and maintaining
landfill gas recovery facilities for governmental, industrial and third party
customers. To the extent the Company develops landfill gas recovery technology
and know-how during the period of its license (and renewals) from Waste
Management, it will share such technology and know-how with Waste Management on
a similar royalty-free basis. The Company may waive its rights to develop
landfill gas recovery systems on a case-by-case basis in those situations in
which financial objectives specified by the Company's Board of Directors cannot
be achieved by the Company through development of such projects. Projects waived
by the Company may be developed by Waste Management.

          The licenses and related rights and obligations to conduct business
granted under the Intellectual Property Licensing Agreement terminate, as to
facilities not already operational, contractually committed or the subject of,
or contemplated by, a bid or other submission previously made by the Company or
Waste Management, as the case may be, at the earlier of the termination of the
stated license periods, the expiration of any patent licensed under the
agreement, or the date on which the Company is no longer a majority-owned
subsidiary of WMX.

          The Company, WMX, CWM, Rust and WM International are also parties to a
First Amended and Restated Master License Agreement. Under the Master License
Agreement, as amended, each of the Company, WMX, Rust and CWM, on the one hand,
and WM International, on the other, is granted the right to license, on a non-
exclusive basis, certain proprietary rights of the other. The consideration for
any such license will be based upon the fair market value of a license for the
licensed technology at the time of grant, but may not exceed the most favorable
price charged an unaffiliated licensee for a comparable license.

                                       7
<PAGE>
 
RAW MATERIALS

          Raw materials used by the Company, including fuel for its projects
(such as trash, waste wood, waste tires, waste coal and natural gas), are
generally readily available from many different suppliers. The majority of the
solid waste disposed at the Company's energy projects is commonly obtained
through long-term supply contracts with solid waste disposal authorities and
municipalities under which minimum disposal fees are fixed and which generally
provide for escalation in accordance with various price indexes.

EMPLOYEES

          The Company has approximately 2,100 full-time employees in its
continuing operations. The Company considers relations with its employees to be
satisfactory.

FINANCING CAPABILITIES AND FUNDING SUPPORT AGREEMENTS

          One of the most significant costs associated with the Company's own-
and-operate projects may be debt service or lease rentals payable in connection
with financing for the projects. Financing structures vary substantially from
transaction to transaction. The amount of annual financing cost is directly
related to the capital cost of the facility, which may vary greatly from plant
to plant, even with regard to similarly sized plants, due to a number of
factors. These factors include the type of technology utilized, the amount of
site preparation required and, where applicable, the form of energy generated
and the proximity to the energy delivery point.

Financing Capabilities

          Each trash-to-energy, cogeneration and biosolids pelletizer project
developed by the Company requires substantial amounts of capital that generally
range from $30 million to $400 million. Historically, such capital requirements
have been financed through the issuance of project debt and the investment of
Company funds and third party equity. The debt has primarily consisted of long-
term tax-exempt or taxable bonds secured by a pledge of project revenues and
assets, with certain additional security being provided, in some cases, directly
or indirectly, by the Company, WMX or another project support entity. The
Company has also used partnership, joint venture and sale and leaseback
structures to bring third party equity into its project financings. The Company
expects to finance its working capital requirements with its available cash. To
the extent required, the Company has additional cash available to it pursuant to
the Restated Funding Agreement described below or through the working capital
program established between the Company and WMX described below under "Master
Intercorporate Agreement." Certain agreements with respect to the Company's
financing capabilities and funding support are described below.

Restated Funding Agreement

          Pursuant to a Restated Funding Agreement between WMX and the Company,
WMX agreed to use reasonable efforts to assist the Company, at the Company's
request, in obtaining and maintaining a credit rating of "A" or better from
Standard & Poor's Corporation or Moody's Investors Service for the Company's
long-term unsecured debt securities. WMX's obligations under the Restated
Funding Agreement, which terminate on August 12, 2008, may involve anything from
contingent credit support obligations to and including WMX's purchase from the
Company of up to $200 million principal amount of Company securities, which may
be either debt, equity or a combination thereof (the "Securities"). WMX's
obligations will be deemed satisfied by the purchase of such Securities, even if
the purchase of all of the Securities does not enable the Company to obtain an
"A" rating. In addition, the obligation to purchase any of the Securities will
be suspended if the Company does not reasonably demonstrate its ability to pay
interest or cash dividends, as the case may be, on the Securities. WMX's
obligations will also be suspended during any period in which the Company
obtains and maintains an "A" rating and will be reduced to the extent that the
purchase of a lesser amount of Securities will allow the Company to obtain or
maintain such a rating. Any Securities issued to WMX will be subject to
mandatory repayment or redemption in equal annual installments during the 25
years following their date of issuance, and they may be prepaid or redeemed by
the Company, at its option, if the directors of the Company not affiliated with
WMX or the Company conclude that such repayment or redemption is in the best
interests of the Company and its stockholders. Any Securities redeemed or
prepaid prior to August 12, 2008, will restore availability under the $200
million purchase obligation referred to above.

                                       8
<PAGE>
 
Master Support Agreement

          Under a Master Support Agreement between Resco Holdings Inc.
("Resco"), a wholly-owned subsidiary of the Company, and AlliedSignal Inc.
("AlliedSignal"), Resco is required to reimburse AlliedSignal for any credit
support payments AlliedSignal is required to make under various credit support
agreements with respect to trash-to-energy projects of Resco. In addition, Resco
is required to maintain its Consolidated Tangible Net Worth (as defined in the
Master Support Agreement) at an amount equal to $549.8 million, which amount is
automatically increased (but not decreased) to 90% of Resco's Consolidated
Tangible Net Worth at the end of each quarter. As of December 31, 1996, Resco
was in compliance with this provision. Resco is prohibited from paying cash
dividends or acquiring any shares of its capital stock if its Consolidated
Tangible Net Worth is, or would as a consequence of such payment or acquisition
be, less than the required amount. The Master Support Agreement also restricts
the ability of Resco to subject its property or the properties of its
subsidiaries to liens securing indebtedness for money borrowed or similar
indebtedness and may require Resco, under certain circumstances, to refinance
indebtedness of trash-to-energy projects for which AlliedSignal's credit support
is provided. AlliedSignal is providing credit support in respect of one of the
Company's trash-to-energy facilities pursuant to the Master Support Agreement,
which support represents a potential exposure to AlliedSignal of less than $1.8
million.

Master Intercorporate Agreement

          In connection with the 1990 Merger, the Company, WMX and CWM entered
into a Master Intercorporate Agreement. Among other things, the Company and WMX
agreed to implement a cash management and working capital program under the
agreement. The agreement was amended and restated in 1993 to modify certain
aspects of the cash management program established thereunder and again in 1995
to extend the term of the $100 million funding commitment, as described below.
Subject to certain restrictions specified in the agreement, WMX agreed to fund
the Company's working capital requirements at rates equal to or lower than those
the Company would otherwise be able to obtain on the open market. The Company
may borrow up to $100 million from WMX through December 1997, with automatic
annual renewal periods thereafter, pursuant to the Master Intercorporate
Agreement, plus the amount of cash invested by the Company with WMX. The
remaining obligations of WMX under the Master Intercorporate Agreement will
terminate at the time that both (i) WMX does not own a majority of the capital
stock of the Company and (ii) WMX does not exercise, prior to its expiration,
the option to maintain majority ownership of the capital stock of the Company
(as provided in the Master Intercorporate Agreement).

ACQUISITIONS AND DISPOSITIONS

          During 1996, the Company acquired a 42 megawatt, gas-fired
cogeneration facility in Anderson, California and an 18 megawatt wood waste
cogeneration facility in Martell, California. The consideration paid in these
transactions was determined by direct negotiations with the owners of the
acquired businesses. These acquisitions were not material to the Company's
business as a whole.

          During 1996, the Company also acquired a 20% interest in Glegg
Industries, Inc., a privately-held ultrapure water company ("Glegg"). In
conjunction with divestiture of the water business described below, Glegg's
majority owners acquired the right to repurchase Wheelabrator's interest before
March 31, 1999, at the Company's original purchase price.

          In the fourth quarter, the Company completed the disposition to United
States Filter Corporation ("U.S. Filter") of its industrial water process,
manufacturing and custom-engineered systems businesses for $369.6 million in
cash. Ten million dollars of the purchase price has been placed in escrow which
will be released to the Company upon the receipt of certain approvals with
respect to the transfer to U.S. Filter of a carbon regeneration facility which
constituted a portion of the purchased assets. In conjunction with the sale, the
parties also entered into a Business Development Agreement which provides that
U.S. Filter will promote to its customers various of the Company's businesses in
consideration of which the Company has agreed to pay to U.S. Filter an aggregate
of $25 million over five years. The businesses that were sold provide a broad
range of water and wastewater engineering, technology and systems, including the
businesses located in the United States, The Netherlands, Singapore, Taiwan,
Australia, England, France, Japan, Germany and Spain.

          In early 1997, the Company and U.S. Filter entered into a definitive
agreement pursuant to which U.S. Filter agreed to purchase the Company's water
privatization, industrial outsourcing and contract operations business. The
purchase price is $77.4

                                       9
<PAGE>
 
million plus the aggregate amount of payments made to U.S. Filter under certain
existing subcontracts between the Company and U.S. Filter. The purchase price is
payable in the stock of U.S. Filter. The Company has agreed not to sell the
stockprior to June 30, 1997. The Company anticipates liquidating such stock
subsequent to that time. The Company and U.S. Filter have also entered into a
Business Development Agreement which provides that U.S. Filter will promote to
its customers various of the Company's businesses in consideration of which the
Company has agreed to pay to U.S. Filter an aggregate of $5 million over three
years. It is anticipated that this transaction will close in the second quarter
of 1997. However, the closing of this transaction is conditioned upon numerous
events and the Company can give no assurances that the conditions precedent will
be met or met by such time.

EQUITY INVESTMENTS

Rust International Inc.

          The Company owns approximately 40% of the outstanding common stock of
Rust, and the remaining shares are held by CWM (56%) and WMX (4%). Rust, through
its subsidiaries, provides environmental and infrastructure engineering and
consulting services and on-site industrial cleaning services. Rust also has an
approximately 41% interest in NSC Corporation, a publicly traded provider of
asbestos abatement and other specialty contracting services and an approximately
37% interest in OHM Corporation, a publicly traded provider of environmental
remediation services. It has been announced that it is the intention of Rust to
sell its domestic and international environmental and infrastructure engineering
and consulting businesses. In June 1996, Rust sold its process engineering and
construction business to Raytheon Engineering, Inc.; in September 1996, Rust
sold its scaffolding services business to Brand Scaffold Services, Inc. for
approximately $190 million and during 1996 and early 1997, Rust sold various
industrial service businesses.

          Rust's environmental and infrastructure engineering and consulting
services provide alternative solutions for client problems relating to removing
and disposing of hazardous and toxic substances; managing solid waste, water and
wastewater, groundwater and air resources; design and construction oversight of
transportation facilities; and photogrammetry. Such services are provided to
private industry, as well as federal, state and local governments, including the
Department of Defense (the "DOD") and the Department of Energy (the "DOE"). The
services include performing remedial investigations for the purpose of
characterizing hazardous waste sites, preparing feasibility studies setting
forth recommended alternative remedial actions, and providing engineering design
and construction oversight services for remediation projects. The services
provided also include the siting, permitting, design and construction oversight
of solid and hazardous waste landfills and related facilities. Study, design and
construction oversight services are also provided, primarily to municipalities,
special government agencies and, to some extent, private industry in connection
with wastewater collection and treatment, potable water supply treatment and
distribution, stormwater management and the building of streets, highways,
airports, bridges, waterways and rail services. Rust also provides architectural
services in connection with these and other activities. Additional services
provided through Rust include environmental assessment services, the design of
systems to properly and safely store, convey, treat and dispose of industrial,
hazardous and radioactive materials and consulting services regarding disposal,
waste minimization methods and techniques, air quality regulation and industrial
hygiene and safety.

          Rust also has an international environmental and infrastructure
engineering and consulting, process engineering and construction and related
services business performing projects in various countries. In Europe, Rust has
offices in the United Kingdom, Germany, Sweden and Turkey, and in the Asia-
Pacific region, in Australia, Hong Kong, China, Singapore, Malaysia and
Indonesia. In the Middle East and Africa, Rust also has offices in the United
Arab Emirates, Saudi Arabia and South Africa. Rust's overseas operations provide
such services to the World Bank and associated lending agencies, national,
regional and local governments and to clients in the utility and industrial
power and general manufacturing industries. In addition, Rust provides such
services to WM International worldwide.

          Rust Industrial Services Inc.("RIS"), a subsidiary of Rust,  performs
a variety of types of  industrial services -- water blasting, tank cleaning,
explosives blasting, chemical cleaning, industrial vacuuming, catalyst handling
and separation technologies --primarily for clients in the petrochemical,
chemical, and pulp and paper industries, utilities and, to a lesser extent, the
public sector.  RIS assists clients in the nuclear and utility industries in
solving electrical, mechanical, engineering and related technical services
problems.  

                                      10
<PAGE>
 
          Rust also provides hazardous, radioactive and mixed waste program and
facilities management services primarily to the United States Department of
Energy and other federal government agencies. Such services include waste
treatment, storage, characterization and disposal and privatization services.

Waste Management International plc

          The Company owns approximately 12% of the outstanding ordinary shares
of WM International. Approximately 56% of WM International's outstanding
ordinary shares are held indirectly by WMX, and an additional 12% of such shares
are held by Rust. The remaining outstanding ordinary shares of WM International
are held by public stockholders.

          WM International's business may broadly be characterized into two
areas of activity, collection services and treatment and disposal services. The
following table shows the derivation of WM International's revenues for the
years indicated and includes revenue from construction of treatment or disposal
facilities for third parties under "Treatment and Disposal Services":
<TABLE>
<CAPTION>
 
                                        YEAR ENDED DECEMBER 31,
                                       --------------------------
                                         1994     1995     1996
                                       --------  -------  -------
<S>                                    <C>       <C>      <C>
 
    Collection Services..............       64%      64%      65%
    Treatment and Disposal Services..       36%      36%      35%
</TABLE>

          The bulk of WM International's operations and revenues are derived
from the acquisition from 1990 to 1995 of numerous companies and interests in
Europe. However, with its acquisition goals largely completed, WM International
has engaged in only a few additional small acquisitions since 1995 and has begun
to dispose of certain operations which do not fit its long-term strategy.

          In accordance with its objective of maintaining a local identity, WM
International, in certain cases, also operates through other companies or joint
ventures in which WM International and its affiliates own less than a 100%
interest. For example, WM International is a party to a joint venture with
Wessex Water Plc, an English publicly traded company providing water treatment,
water distribution, wastewater treatment and sewerage services ("Wessex"), to
provide waste management and related services in the United Kingdom.

          WM International's revenue mix by country varies from year to year.
Countries in which revenue exceeded 10% of WM International's consolidated total
were: Italy (26%) and Germany (12%) in 1994, Italy (23%), Germany (14%), The
Netherlands (11%) and The United Kingdom (11%) in 1995 and Italy (25%), the
United Kingdom (12%), Germany (11%) and The Netherlands (11%) in 1996.

          While WM International has considerable experience in mobilizing for
and managing foreign projects, its operations continue to be subject generally
to such risks as currency fluctuations and exchange controls, the need to
recruit and retain suitable local labor forces and to control and coordinate
operations in different jurisdictions, changes in foreign laws or governmental
policies or attitudes concerning their enforcement, political changes, local
economic conditions and international tensions. In addition, price adjustment
provisions based on certain formulae or indices may not accurately reflect the
actual impact of inflation on the cost of performance.

          WM International records and reports its earnings in pounds sterling.
Currency fluctuations affecting the pounds sterling exchange rates will cause
the Company's earnings from WM International to fluctuate. The Company may from
time to time engage in hedging transactions in order to seek to mitigate the
effect of such exchange rate fluctuations.

          Following a strategic assessment of the European markets, WM
International intends to reduce its investment in France, Spain and Austria
during 1997 through joint ventures or the sale of various operations within
those countries. WM International intends to focus its resources on those
markets in which it believes it can attain significant market share. WM
International has also written off the investment in its hazardous waste
disposal facility in Germany because recent regulatory changes have adversely
affected its volumes. In addition, WM International has divested itself of the
20% interest it held in Wessex.

                                      11
<PAGE>
 
COLLECTION SERVICES

          Collection services include collection and transportation of solid,
hazardous and medical wastes and recyclable material from residential,
commercial and industrial customers. WM International provided collection
services as of December 31, 1996, to governmental and private customers in ten
European countries, Argentina, Australia and New Zealand. Business is obtained
through public bids or tenders, negotiated contracts, and, in the case of
commercial and industrial customers, direct contracts. WM International operates
318 collection and staging facilities and 76 waste transfer facilities.

          Residential solid waste collection is normally performed by WM
International pursuant to municipal contracts. WM International has
approximately 1,420 municipal contracts, serving more than 6.3 million
residential properties. The scope, specifications, services provided and
duration of such contracts vary substantially, with some contracts encompassing
landfill disposal of collected waste, street-sweeping and other related
municipal services. The largest number of municipal contracts held by WM
International is in Italy where WM International services approximately 1.85
million residential properties. Pricing for municipal contracts is generally
based on volume of waste, number and frequency of collection pick-up, and
disposal arrangements. Longer-term contracts typically have formulae for
periodic price increases or adjustments. WM International also provides curbside
recycling services.

          Street, industrial premises, office and parking lot cleaning services
are also performed by WM International, along with portable sanitation/toilet
services for such occasions as outdoor concerts and special events.

          WM International's commercial and industrial solid and hazardous waste
collection services are generally contracted for by individual establishments.
In addition to solid waste collection customers, WM International provides
services to small quantity waste generators, as well as larger petrochemical,
pharmaceutical and other industrial customers, including collection of
hazardous, chemical or medical wastes or residues. WM International has
approximately 300,000 commercial and industrial customers. Contract terms and
prices vary substantially among jurisdictions and types of customer. WM
International also provides commercial and industrial recycling services.

TREATMENT AND DISPOSAL SERVICES

          Treatment and disposal services include processing of recyclable
materials, operation of both solid and hazardous waste landfills, operation of
municipal and hazardous waste incinerators, operation of a trash-to-energy
facility, operation of water and wastewater treatment facilities, operation of
hazardous waste treatment facilities and construction of treatment or disposal
facilities for third parties. Treatment and disposal services are provided under
contracts which may be obtained through public bid or tender or direct
negotiation, and are also provided directly to other waste service companies. At
December 31, 1996, WM International owned, operated or maintained 26 waste
treatment facilities, 85 recycling and recyclables processing facilities, 8
incinerators and 56 landfills.

          Once collected, solid wastes may be processed in a recyclables
processing facility for sale or other disposition for use in various
applications. Unprocessed solid wastes, or the portion of the waste stream
remaining after recovery of recyclable materials, require disposal, which may be
accomplished through incineration (in connection with which the energy value may
be recovered in a trash-to-energy facility) or through disposal in a solid waste
landfill. The relative use of landfills versus incinerators differs from country
to country and will depend on many factors, including the availability of land,
geological and hydrological conditions, the availability and cost of technology
and capital, and the regulatory environment. The main determinants of the
disposal method are the disposal costs at local landfills, as incineration is
generally more expensive, community preference and regulatory provisions.

          At present, in most countries in which WM International operates,
landfilling is the predominant disposal method employed. WM International owns
or operates solid waste landfills in Argentina, Australia, Brazil, Denmark,
France, Germany, Hong Kong, Italy, New Zealand, Spain, Sweden and the United
Kingdom. Landfill disposal agreements may be separate contracts or an integrated
portion of collection or treatment contracts.

          Demand for solid waste incineration is affected by landfill disposal
costs and government regulations. The incineration process for non-hazardous
solid waste has also been influenced by two significant factors in recent years:
(i) increasingly strict 

                                      12
<PAGE>
 
control over air emissions from incinerators; and (ii) increasing emphasis on
trash-to-energy incinerators, which utilize heat produced by incinerators to
generate electricity and other energy. Incineration generates approximately 30%
residue (by weight), which is either landfilled or, if permitted, recycled for
use as a road base or in other construction uses.

          WM International's trash-to-energy incinerator in Hamm is a German-
designed plant and the only privately operated trash-to-energy facility in
Germany. It is among the first trash-to-energy facilities to fully comply with
that country's stringent air pollution requirements. The facility serves the
household and commercial solid waste incineration needs of a population of
approximately 600,000 in Hamm and nearby towns. Under its current permits, the
facility is able to produce 18 megawatts per hour of steam-generated electricity
and sold approximately 49,000 megawatt hours to the local power grid in 1996.

          In 1992, WM International entered into a contract with the County of
Gutersloh, Germany to design, construct, own and operate a trash-to-energy
facility. The facility is designed to convert 268,000 metric tons per year of
municipal waste and sewage sludge into energy. During 1995, WM International's
permit application to develop and operate the Gutersloh facility was denied. WM
International believes it is entitled to the permit and is appealing the denial.
During 1996, WM International and the County discussed the viability of the
project, as well as the County's ability to terminate the operations and lease
agreements for the project site, which WM International opposes unless there is
adequate compensation. WM International also operates seven small conventional
municipal solid and other waste incineration facilities.  WM International and 
the Company have also formed a joint venture to develop trash-to-energy projects
outside Germany, Italy and North America.

          WM International owns or operates hazardous waste treatment facilities
in Finland, France, Germany, Hong Kong, Indonesia, Italy, The Netherlands,
Spain, Sweden and the United Kingdom and has entered into agreements with
respect to the development of hazardous waste treatment facilities in Argentina
and Thailand.

          WM International operates facilities in Hong Kong which are owned by
the Hong Kong government. Control of the Hong Kong government passes to The
People's Republic of China in 1997. WM International is unable to predict what
impact, if any, this change will have on its operation in Hong Kong.

                                      13
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

          Set forth below are the names and ages of the Company's executive
officers (as defined by the regulations of the Securities and Exchange
Commission), the principal positions they hold with the Company and with WMX and
its affiliates as of March 1, 1997, and summaries of their business experience.
Experience shown with the Company includes experience with a predecessor of the
Company prior to the August 1989 merger of such predecessor into Resco.
Executive officers are elected by the Board of Directors and serve at the
discretion of the Board. Dean L. Buntrock, the Company's Chairman, is also an
executive officer of WMX and certain of its affiliates other than the Company
and devotes a majority of his working time to his responsibilities in such other
capacities. However, the Company anticipates that he will devote sufficient time
and attention to the Company's business as reasonably may be required to fulfill
the duties of his office.
 
<TABLE>
<CAPTION>
 
NAME AND TITLE               AGE  BUSINESS EXPERIENCE
--------------               ---  -------------------
<S>                          <C>  <C>
 
Dean L. Buntrock,...........  65  A director since 1988 and Chairman of the
  Chairman of the Board           Board since March 1997.  Director and
                                  Chairman of the Board of WMX since 1968 and
                                  Chief Executive Officer of WMX from 1968
                                  until June 1996  and from February 1997 to
                                  the present.  Mr. Buntrock is also a director
                                  of  Boston Chicken, Inc. and WM International.
 
 
John M. Kehoe, Jr...........  63  A director of the Company since May 1996.
  President and Chief             Appointed Chief Executive Officer in January
  Executive Officer               1997.  President and Chief Operating Officer
                                  of the Company since January 1993.  Vice
                                  President of the Company from December 1991
                                  through December 1992.  President of
                                  Wheelabrator Environmental Systems Inc.
                                  ("WESI"), a subsidiary of the Company, from
                                  November 1990. Managing Director of the
                                  Company from June 1988 to November 1990.
 
Robert J. Gagalis...........  42  Vice President, Chief Financial Officer and
  Vice President, Chief           Treasurer since January 1997.  Vice President
  Financial Officer and           Finance in the Energy Line of Business from
  Treasurer                       March 1996 to January 1997 and Staff Vice
                                  President, Corporate Development from August
                                  1994 to March 1996.  Director of Corporate
                                  Development from August 1993 to August 1994.
                                  Vice President and Chief Financial Officer of
                                  Signal Capital Corporation for 1986 to 1993.
 
Richard S. Haak, Jr. ........ 42  Controller of the Company since November 1993
  Vice President                  and a Vice President since March 1997.  Vice
  and Controller                  President and Controller-Operations of WESI
                                  from September 1987 until November 1993.
                            
 
Lawrence W. Plitch........... 46  Vice President and General Counsel since
  Vice President and              January 1997.  Vice President and General
  General Counsel                 Counsel of WESI from 1994 to 1997.  Vice
                                  President and Deputy General Counsel of WESI
                                  from 1992 to 1994 and Assistant General
                                  Counsel of WESI from 1986 to 1992.
</TABLE>

                                      14
<PAGE>
 
ITEM 2 -- PROPERTIES

          The Company owns the building and surrounding grounds comprising its
principal executive offices, located at 4  Liberty Lane West, Hampton, New
Hampshire 03842.  The Company believes that its property and equipment are
generally well maintained, in good operating condition and adequate for its
present needs.  The inability to renew any short-term real property lease by the
Company or any of its subsidiaries would not have a material adverse effect on
its results of operations.  The Company regularly upgrades and modernizes
facilities and equipment and expands its facilities as necessary.

          The following tables set forth the Company's principal facility
locations in operation and their use (including those operated by the Company
for others under long-term contracts or similar arrangements) as of December 31,
1996.

DESCRIPTION OF OWNED, LEASED AND/OR LONG-TERM OPERATED PROJECTS

          Set forth below is a description of projects in operation or under
construction which are owned, leased or operated under long-term operating
agreements by Company subsidiaries, partnerships or joint ventures controlled by
Company subsidiaries.  Unless indicated to the contrary below, each project is
owned by subsidiaries or affiliates of the Company.  While the Company
exercises, or will exercise, operating control over each such project, the
Company has no ownership interest in certain of the projects.
<TABLE>
<CAPTION>
 
Projects in Operation
                             DESIGN       DESIGN
          PROJECT            OUTPUT      CAPACITY             COMMENTS
          -------            ------      --------             --------          
<S>                          <C>         <C>        <C>
  1.  Amarillo, Texas.......  N/A        3,500,000  Owned and operated since
      Coal Handling                            TPY  1976 by the Company and its
      Facility                                      predecessors.
 
  2.  Anderson,                                                               
      California............  42mW             N/A  Owned and operated by the 
      Gas fired                                     Company since November    
      Cogeneration                                  1996.                     
      Facility

  3.  Anderson,                                                                
      California............  6mW          210 TPD  Owned and operated by the  
      Wood Waste                                    Company since mid-1993.    
      Cogeneration Facility

  4.  Baltimore,                                                                
      Maryland..............  60mW       2,250 TPD  Owned and operated by the   
      Trash-to-Energy                               Company from 1985 to 1988.  
      Facility                                      Operated by the Company     
      Owner: Ford Motor                             since 1988 under a          
      Credit Company                                long-term lease expiring in 
      ("Ford Credit")                               2007, with certain renewal  
                                                    and purchase options.       
 
  5.  Baltimore,                                                                
      Maryland..............  N/A         110 DTPD  Owned and operated by the   
      Biosolids Dryer and                           Company since January 1995. 
      Pelletizer (Back
      River Project)

  6.  Bridgeport,                                                              
      Connecticut...........  70mW       2,250 TPD  Operated since 1988 by the 
      Trash-to-Energy                               Company under a long-term  
      Facility                                      lease expiring in 2009,    
      Owner:  Ford Credit                           with certain renewal and   
                                                    purchase options.
          
  7.  Broward County,                                                         
      Florida...............  70mW       2,250 TPD  Owned and operated by the 
      South Site                                    Company since mid-1991.   
      Trash-to-Energy
      Facility
</TABLE> 

                                      15
<PAGE>

<TABLE> 
<S>                           <C>    <C>            <C>    
                                                                              
  8.  Broward County,                                                         
      Florida...............  70mW       2,250 TPD  Owned and operated by the
      North Site                                    Company since early 1992. 
      Trash-to-Energy
      Facility

  9.  Claremont,              
      New Hampshire.........  5mW          200 TPD  Owned and operated by the
      Trash-to-Energy                               Company since 1987.       
      Facility

 10.  Concord, New                                                            
      Hampshire.............  14mW         575 TPD  Owned and operated by the 
      Trash-to-Energy                               Company since 1989.       
      Facility

11.   Earth, Texas..........  N/A    3,500,000 TPY  Owned and operated since
      Coal Handling                                 1982 by the Company and its
      Facility                                      predecessors.
 
12.   Falls Township,                                                          
      Pennsylvania..........  53mW       1,500 TPD  Owned and operated by the  
      Trash-Energy Facility                         Company since August 1994. 

13.   Frackville,                                                             
      Pennsylvania..........  47mW       1,700 TPD  Owned and operated by the 
      Anthracite Culm                               Company since 1989.       
      Cogeneration Facility

14.   Franklin, Ohio........  N/A          4.5 MGD  Owned and operated by the
      MCD Franklin                                  Company since July 1995
      Wastewater Treatment                          under a long-term contract
      Plant                                         expiring in 2015, with
                                                    certain renewal options.
                                                    This property is a part of
                                                    the discontinued operations
                                                    to be divested to U.S.
                                                    Filter.
15.   Hagerstown,                                                           
      Maryland..............  N/A          16 DTPD  Operated by the Company 
      Biosolids Dryer and                           since late 1992 under a 
      Pelletizer                                    lease expiring in 1998, 
      Owner:  Hagerstown,                           with a renewal option.  
      Maryland

16.   Gloucester                                                              
      County,                                                                 
      New Jersey............  14mW         575 TPD  Owned and operated by the 
      Trash-to-Energy                               Company since 1990.       
      Facility

17.   Lisbon,                                                                   
      Connecticut...........  13mW         500 TPD  Operated since January 1996 
      Trash-to-Energy                               by the Company under a      
      Facility                                      long-term contract expiring 
      Owner: Eastern                                in 2020.                    
      Connecticut Resource
      Recovery Authority

18.   Martell,                                                                  
      California............  18mW        800 DTPD  Operated by the Company     
      Wood Waste                                    since February 1996.  Owned 
      Cogeneration                                  and operated by the Company 
      Facility                                      since May 1996.             

19.   Millbury,                                                                 
      Massachusetts.........  45mW       1,500 TPD  Operated by the Company     
      Trash-to-Energy                               since 1987 under a          
      Facility                                      long-term lease expiring in 
      Owner:  Ford Credit                           2007, with certain renewal  
                                                    and purchase options.       
</TABLE> 
                                      16
<PAGE>

<TABLE> 
<S>                          <C>        <C>         <C> 
 
20.   New York, New York.....  N/A        300 DTPD  Owned and operated by the
      Biosolids Dryer and                           Company since mid-1993.
      Pelletizer          

21.   North Andover,                                                          
      Massachusetts.......... 40mW       1,500 TPD  Owned and operated by the 
      Trash-to-Energy                               Company since 1985.       
      Facility

22.   Norwalk,                                                                 
      California............. 28mW             N/A  Operated by the Company    
      Gas Cogeneration                              since 1988 under a lease   
      Facility                                      expiring in 2008, with an  
      Owner:  Signal                                option to buy, subject to  
      Capital Corporation                           prior rights of the State  
                                                    of California to purchase  
                                                    the lease and the facility 
                                                    after 2003.                
23.   Pinellas                                                                  
      County, Florida........ 5mW        3,000 TPD  Operated by the Company     
      Trash-to-Energy                               since 1983 under a          
      Facility                                      long-term contract expiring 
      Owner:  Pinellas                              in 2003.                    
      County, Florida

24.   Polk County, Florida... 40mW       1,000 TPD  Owned and operated since
      Urban Wood                                    August 1995 by a
      Waste-to-Energy                               partnership in which the
      Facility                                      Company owns an 81%
                                                    interest.

25.   Saugus,                                                              
      Massachusetts.......... 40mW       1,500 TPD  Operated by the Company
      Trash-to-Energy                               since 1975; wholly-owned by
      Facility                                      the Company since 1987.

26.   Shasta County,                                                            
      California............. 49mW       2,400 TPD  Operated by the Company     
      Wood Waste Small Power                        since 1988 under a          
      Production Facility                           long-term lease expiring in 
      Owner:  Ford Credit                           2007, with renewal and      
                                                    purchase options.
           
27.   Sherman                 18mW         800 TPD  Operated by a partnership
      Station, Maine.........                       in which the Company has a
      Wood Waste                                    60% interest since 1986.
      Cogeneration Facility                         Leased by the Company under
      Owner:  Chrysler                              a long-term contract
      Financial                                     expiring in 2006, with
      Corporation                                   renewal and purchase
                                                    options.
 
28.   Spokane, Washington.... 26mW         800 TPD  Operated by the Company
      Trash-to-Energy                               since late 1991 under a
      Facility                                      long-term contract expiring
      Owner:  City of                               in 2011.
      Spokane,        
      Washington      
                      

29.   Tampa, Florida......... 20mW       1,000 TPD  Operated by the Company
      Trash-to-Energy                               since 1988 under a
      Facility                                      long-term contract expiring
      Owner:  City of                               in 2005.
      Tampa, Florida
 
30.   Westchester County,                                                      
      New York............... 60mW       2,250 TPD  Owned and operated since   
      Trash-to-Energy                               1984 by Westchester Resco  
      Facility                                      Company L.P. ("Westchester 
                                                    Resco") (1)                
 
</TABLE>
---------------------
 (1) Westchester Resco is a limited partnership, 75% held by the Company, and
     25% held indirectly by John Hancock Mutual Life Insurance Co. as a limited
     partner.

                                      17
<PAGE>
 
Project Under Construction

<TABLE> 
<CAPTION> 
                             DESIGN            DESIGN
       PROJECT               OUTPUT           CAPACITY         COMMENTS
       -------               ------           --------         --------
<S>                          <C>              <C>            <C>
Baltimore, Maryland             N/A           110 DTPD       Owned by the
Biosolids Dryer and                                          Company.
 Pelletizer (Patapsco                                        Construction
 Project)                                                    expected to be
                                                             completed in
                                                             mid-1997.
</TABLE> 
 
KEY: mW--Megawatts  DTPD--Dry Tons Per Day  TPD--Tons Per Day  
TPY--Tons Per Year  MGD--Millions of Gallons Per Day

Non-Project Facilities

          Set forth below is a list of all of the primary non-project facilities
owned by the Company as of December 31, 1996, and each of the principal plants
and offices leased by the Company as of that date.  Such list does not purport
to be a complete list of all of the Company's leased properties.
<TABLE>
<CAPTION>
 
LOCATION                        SITE USE          NATURE OF INTEREST
--------                        --------          ------------------
<S>                             <C>               <C>
Annapolis, Maryland             Offices           Lease
Hampton, New Hampshire          Offices           Own
Pittsburgh, Pennsylvania        Offices           Lease
</TABLE>

ITEM 3 -- LEGAL PROCEEDINGS

          The business in which the Company is engaged is intrinsically
connected with the protection of the environment and involves the potential for
the discharge of materials into the environment. In the ordinary course of
conducting its business activities, the Company becomes involved in judicial and
administrative proceedings involving governmental authorities at the federal,
state and local level including, in certain instances, proceedings instituted by
citizens or local governmental authorities seeking to overturn governmental
action in which governmental officials or agencies are named as defendants
together with the Company or one or more of its subsidiaries, or both. In the
majority of the situations where proceedings are commenced by governmental
authorities, the matters involved relate to alleged technical violations of
licenses or permits pursuant to which the Company operates or is seeking to
operate or laws or regulations to which its operations are subject or are the
result of different interpretations of the applicable requirements. From time to
time the Company pays fines or penalties in proceedings relating to the
Company's compliance with various environmental laws and regulations. At
December 31, 1996, the Company was not involved in any proceedings where it is
believed that sanctions involved may exceed $100,000.

          In addition, there are other routine lawsuits and claims pending
against the Company and its subsidiaries incidental to their businesses. In the
opinion of the Company's management, the ultimate liability, if any, with
respect to the above proceedings and such other lawsuits and claims will not
have a material adverse effect on the business and properties of the Company,
taken as a whole, or its financial position or results of operations.

ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          No matters were submitted to the Company's security holders during the
fourth quarter of 1996.

                                      18
<PAGE>
 
                                      PART II

ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

          The Common Stock is traded on The New York Stock Exchange under the
symbol "WTI." The table below sets forth by quarter, for the last two years, the
high and low sales prices of the Common Stock on The New York Stock Exchange
Composite Tape as reported by The Wall Street Journal (Midwest Edition) and also
shows the cash dividends declared per share during such periods:

<TABLE>
<CAPTION>
                             Market Price    
                            --------------       Cash Dividends
                            High       Low     Declared Per Share
                            ----       ---     ------------------
<S>                         <C>       <C>       <C>
          1995
          ----
          First Quarter    $17-1/2   $12-1/2            --
          Second Quarter    15-3/4    13-5/8         $0.11
          Third Quarter     17        14-1/4            --
          Fourth Quarter    16-3/4    14                --
                                           
                                           
          1996                             
          ----                             
          First Quarter    $17-1/2   $14-3/4            --
          Second Quarter    17-1/8    14-3/4         $0.12
          Third Quarter     15-1/2    13-7/8            --
          Fourth Quarter    16-3/4    14-3/4            --
</TABLE>

          The approximate number of holders of record of Common Stock as of
March 19, 1997 was 14,770.

          During 1996, the Board of Directors declared, and the Company paid, an
annual dividend in the amount of $0.12 per share.  Future cash dividends will be
considered by the Board of Directors based upon the Company's earnings and
financial position and such other business considerations as the Board of
Directors considers relevant.

          In February 1997, the Company announced that the Board of Directors
had authorized the repurchase of up to 30 million shares of Common Stock from
time to time during 1997 and 1998 in the open market, in privately negotiated
transactions or through issuer tender offers. During 1996, the Company
repurchased a total of 19,117,200 shares.

                                      19
 
<PAGE>
 
ITEM 6 -- SELECTED FINANCIAL DATA

          The following selected consolidated financial information for each of
the five years in the period ended December 31, 1996, is derived from the
Company's Consolidated Financial Statements, which have been audited by Arthur
Andersen LLP, independent public accountants, whose report thereon is
incorporated by reference in this report. The information below should be read
in conjunction with Management's Discussion and Analysis of Financial Condition
and Results of Operations and the Company's Consolidated Financial Statements,
and the related Notes, and the other financial information filed as exhibits to
this report and incorporated herein by reference.

                WHEELABRATOR TECHNOLOGIES INC. AND SUBSIDIARIES
                     CONSOLIDATED SELECTED FINANCIAL DATA
                     ------------------------------------
                    (000s omitted except per share amounts)
<TABLE>
<CAPTION>
                                                         Years Ended December 31,
                                       ------------------------------------------------------------
                                          1992        1993         1994         1995        1996
<S>                                    <C>         <C>          <C>          <C>         <C>
RESULTS OF OPERATIONS
Revenue                                $1,230,983  $  828,520   $  926,879   $  956,088  $  952,312
Income from continuing
  operations                              173,342     142,938      150,724      134,283     109,454
Net income                                134,152     163,102      184,895      137,858      6 ,498
Weighted average common and common
  equivalent shares outstanding           188,200     188,900      189,900      185,000     169,400
Earnings per common and common
  equivalent share:
  Income from continuing operations    $     0.92  $     0.76   $     0.79   $     0.73  $     0.65
  Net income                                 0.71        0.86         0.97         0.75        0.04
Dividends declared per common share          0.04        0.08         0.10         0.11        0.12
 
FINANCIAL CONDITION (at year end)
Total assets                           $2,905,015  $2,980,787   $3,101,547   $3,069,907  $3,051,419
Working capital                           206,270     (14,638)     (48,067)      32,286     186,480
Long-term debt                            857,330     776,731      734,890      703,855     800,153
Stockholders' equity                    1,039,343   1,286,838    1,424,882    1,450,265   1,150,516
 </TABLE>
----------------------------
 . Certain prior period amounts have been reclassified to conform with the
  current year presentation.

 . 1992 income from continuing operations includes a $47.0 million
  nontaxable gain related to the initial public offering of shares by WM
  International.

 . 1992 net income includes one-time charges of $42.2 million related to
  the adoption of two new financial accounting standards:  Statement of
  Financial Accounting Standards No. 109, "Accounting for Income Taxes", and
  Statement of Financial Accounting Standards No. 106, "Employers' Accounting
  for Postretirement Benefits Other Than Pensions."

 . Beginning in 1993, the Company no longer consolidates the financial
  results of certain businesses contributed to form, in part, Rust.  Revenue
  from the contributed businesses amounted to approximately $554.7 million in
  1992.  Beginning in 1993, the Company's share of Rust's net income is
  included in equity in earnings of affiliates.  See Note 3 of the Notes to
  Consolidated Financial Statements.

 . 1993 income from continuing operations includes a $7.7 million
  nontaxable gain related to issuance of stock by Rust and a $6.5 million
  increase in the income tax provision due to revaluing deferred income taxes
  as a result of the enactment of the Omnibus Budget Reconciliation Act of
  1993.
 
 . 1993, 1994, 1995 and 1996 net income includes equity income from
  discontinued operations of Rust of $21.3 million, $19.6 million, $19.9
  million, and $4.0 million, respectively.  It is not practical to restate
  periods prior to 1993 for these discontinued operations.  Net income for
  1995 and 1996 also includes a $30.1 million and $115.0 million,

                                      20
<PAGE>
 
     respectively, of charges for the Company's equity in Rust's provision for
     loss on the disposal of discontinued operations.  See Note 3 of the Notes
     to Consolidated Financial Statements.

  .  1995 and 1996 income from continuing operations includes a reduction in
     equity income of $25.6 million and $43.3 million, respectively, related to
     special charges recorded by WM International.  See Note 3 of the Notes to
     Consolidated Financial Statements.

  .  During 1995 and 1996, the weighted average common and common equivalent
     shares outstanding decreased due to stock repurchases.  See Note 5 of the
     Notes to Consolidated Financial Statements.

  .  During the fourth quarter of 1996, the Company began implementing a plan
     to divest its water business.  Accordingly, these businesses have been
     segregated as discontinued operations in the financial statements.  See
     Note 3 of the Notes to Consolidated Financial Statements.

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

ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Reference is made to Management's Discussion and Analysis of Financial
Condition and Results of Operations set forth on pages 6 through 11 of the
Company's 1996 Annual Report to Stockholders (the "Annual Report") which
discussion is filed as an exhibit to this report and incorporated herein by
reference.

ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(a)  The Consolidated Balance Sheets as of December 31, 1995 and 1996,
Consolidated Statements of Income, Cash Flows and Changes in Stockholders'
Equity for each of the years in the three-year period ended December 31, 1996,
and the Notes to Consolidated Financial Statements set forth on pages 12 through
26 of the Annual Report are filed as an exhibit to thisreport and incorporated
herein by reference.

(b)  Selected Quarterly Financial Data (Unaudited) is set forth in Note 10
of the Notes to Consolidated Financial Statements referred to in Item 8(a) above
and incorporated herein by reference.

ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

                                      PART III

ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors.  The information appearing under the caption "Election of
Directors" on pages 2 through 4 of the Company's Proxy Statement for the Annual
Meeting of Stockholders to be held April 30, 1997 (the "Proxy Statement"), is
incorporated herein by reference.

Executive Officers.  Information with respect to executive officers of the
Company is set forth under the caption "Executive Officers of the Registrant" in
Item 1 of this report.

                                      21
<PAGE>
  
ITEM 11 -- EXECUTIVE COMPENSATION

Information appearing under the caption "Compensation" on pages 7 through
11 of the Proxy Statement is incorporated herein by reference.

ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information appearing under the caption "Principal Stockholders" on pages 1
and 2 of the Proxy Statement and under the caption "Securities Ownership of
Management" on pages 4 through 6 of the Proxy Statement is incorporated herein
by reference.

ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information appearing under the caption "Certain Transactions and Other
Matters" on pages 17 through 24 of the Proxy Statement is incorporated herein 
by reference.


                                      PART IV

ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        (A)   (1) FINANCIAL STATEMENTS:

        The following financial statements and supplementary data of the Company
are filed as an exhibit hereto and incorporated herein by reference:

         (i)   Consolidated Statements of Income for the years ended December
               31, 1994, 1995 and 1996.
         (ii)  Consolidated Balance Sheets as of December 31, 1995 and 1996.
         (iii) Consolidated Statements of Cash Flows for the years ended
               December 31, 1994, 1995 and 1996.
         (iv)  Consolidated Statements of Changes in Stockholders' Equity for
               the years ended December 31, 1994, 1995 and 1996.
         (v)   Notes to Consolidated Financial Statements.
         (vi)  Report of Independent Public Accountants - Arthur Andersen LLP.

          (2) SCHEDULES:

          All  schedules have been omitted since they are not applicable, not
required, or the information is included in the above-referenced financial
statements or notes thereto.

          (3) EXHIBITS:

          The exhibits to this report are listed in the Exhibit Index contained
elsewhere herein.  Included in the exhibits listed therein are the following
exhibits which constitute management contracts or compensatory plans or
arrangements:*



           (i) Restricted Unit Plan for Non-Employee Directors of the registrant
               as amended through June 10, 1991 (incorporated by reference to
               Exhibit 19.03 to the registrant's quarterly report on Form 10-Q
               for the quarter ended June 30, 1991).

------------------------
      *  In the case of incorporation by reference to documents filed under
the Securities Exchange Act of 1934, the registrant's file number under that Act
is 0-14246.

                                      22
<PAGE>

(ii)     Amendment, dated as of December 6, 1991, to the Restricted Unit
         Plan for Non-Employee Directors of the registrant (incorporated by
         reference to Exhibit 19.05 to registrant's 1991 annual report on Form
         10-K).

(iii)    Deferred Director's Fee Plan adopted June 10, 1991 (incorporated by
         reference to Exhibit 19.02 to the registrant's quarterly report on Form
         10-Q for the quarter ended June 30, 1991).

(iv)     1988 Stock Plan for Executive Employees of Old WTI and its subsidiaries
         ("1988 Stock Plan") (incorporated by reference to Exhibit 28.1 to
         Amendment No. 1 to the registrant's registration statement on Form S-8,
         Reg. No. 33-31523).

(v)      Amendments, dated as of September 7, 1990, to the 1988 Stock Plan
         (incorporated by reference to Exhibit 19.02 to the registrant's 1990
         annual report on Form 10-K).

(vi)     Amendment, dated as of November 1, 1990, to the 1988 Stock Plan
         (incorporated by reference to Exhibit 19.04 to the registrant's 1990
         annual report on Form 10-K).

(vii)    Amendment, dated as of December 6, 1991, to the 1988 Stock Plan
         (incorporated by reference to Exhibit 19.02 to the registrant's 1991
         annual report on Form 10-K).

(viii)   1986 Stock Plan for Executive Employees of the registrant and its
         subsidiaries ("1986 Stock Plan") (incorporated by reference to Exhibit
         28.2 to Amendment No. 1 to the registrant's registration statement on
         Form S-8, Reg. No. 33-13720).

(ix)     Amendment, dated as of November 1, 1990, to the 1986 Stock Plan
         (incorporated by reference to Exhibit 19.03 to the registrant's 1990
         annual report on Form 10-K).

(x)      Amendment, dated as of December 6, 1991, to the 1986 Stock Plan
         (incorporated by reference to Exhibit 19.01 to the registrant's 1991
         annual report on Form 10-K).

(xi)     Wheelabrator Technologies Inc. Corporate Incentive Bonus Plan (as
         amended and restated as of March 13, 1995) (incorporated by reference
         to Exhibit 10.38 to the registrant's 1994 annual report on Form 10-K).

(xii)    Wheelabrator Technologies Inc. Long Term Incentive Plan (as amended and
         restated as of March 14, 1994) (incorporated by reference to Exhibit
         10.40 to the registrant's 1993 annual report on Form 10-K).

(xiii)   Retirement Plan for Non-Employee Directors of the registrant
         (incorporated by reference to Exhibit 10.32 to the registrant's 1988
         annual report on Form 10-K).

(xiv)    Amendment, dated as of September 7, 1990, to the Retirement Plan for
         Non-Employee Directors of the registrant (incorporated by reference to
         Exhibit 19.01 to the registrant's 1990 annual report on Form 10-K).

(xv)     Amendment, dated June 10, 1991, to the Retirement Plan for Non-Employee
         Directors of the registrant (incorporated by reference to Exhibit 19.01
         to the registrant's quarterly report on Form 10-Q for the quarter ended
         June 30, 1991).

(xvi)    1991 Stock Option Plan for Non-Employee Directors ("1991 Directors
         Plan") of the registrant adopted June 10, 1991 (incorporated by
         reference to Exhibit 19.04 to the registrant's quarterly report on Form
         10-Q for the quarter ended June 30, 1991).

                                   23       

<PAGE>
 
(xvii)   Amendment to 1991 Directors Plan dated as of December 22, 1993
         (incorporated by reference to Exhibit 10.46 to the registrant's 1993
         annual report on Form 10-K).

(xviii)  Amendment to 1991 Directors Plan dated as of August 29, 1994
         (incorporated by reference to Exhibit 10 to the registrant's quarterly
         report on Form 10-Q for the quarter ended September 30, 1994).

(xix)    1992 Stock Option Plan of the registrant (incorporated by reference to
         Exhibit 10.45 to the registrant's 1991 annual report on Form 10-K).

(xx)     Wheelabrator Technologies Inc/Rust International Inc Supplemental
         Benefit Plan (as amended and restated effective January 1, 1995)
         (incorporated by reference to Exhibit 4.15 to the registrant's
         registration statement on Form S-8, Reg. No. 33-64431).

(xxi)    First Amendment effective as of May 20, 1996 to the Wheelabrator
         Technologies Inc /Rust International Inc. Supplemental Benefit Plan.

(xxii)   Second Amendment effective December 2, 1996 to the Wheelabrator
         Technologies Inc./Rust International Inc. Supplemental Benefit Plan.


         (B) REPORTS ON FORM 8-K:

          During the fiscal quarter ended December 31, 1996, the Company filed a
Report dated December 2, 1996, on Form 8-K reporting under Item 2 that the
Company (i) had completed its disposition to United States Filter Corporation
("U.S. Filter") of its industrial water process, manufacturing and custom-
engineered businesses for $369,600,000 in cash and (ii) had entered into a
Business Development Agreement with U.S. Filter.  As a part of the Report, the
Company filed the following pro forma financial information:

(i)    Wheelabrator Technologies Inc. and Subsidiaries Condensed Consolidated
       Balance Sheet and associated notes as of September 30, 1996 (Unaudited).
(ii)   Wheelabrator Technologies Inc. and Subsidiaries Condensed Consolidated
       Statement of Income and associated notes for the nine months ended
       September 30, 1996 (Unaudited).
(iii)  Wheelabrator Technologies Inc. and Subsidiaries Condensed Consolidated
       Statement of Income and associated notes for the year ended December 31,
       1995 (Unaudited).

          In addition, during the fiscal quarter ended December 31, 1996, the 
Company filed a Report dated December 18, 1996, on Form 8-K reporting under Item
5 that the Company had issued a press release announcing that WM International 
had reached an agreement to sell its equity investment in Wessex Water plc.  No 
financial statements were filed with the report.

                                      24
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in Oak Brook, Illinois
on the 26th day of March, 1997.


                                   WHEELABRATOR TECHNOLOGIES INC.

                                   By /s/ JOHN M. KEHOE, JR.
                                      ----------------------
                                      JOHN M. KEHOE, JR.
                                      PRESIDENT AND CHIEF EXECUTIVE OFFICER

          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
           Name                      Title                 Signature             Date
           ----                      -----                 ---------             ----
<S>                          <C>                     <C>                         <C>
     Dean L. Buntrock        Director, Chairman of   /s/  DEAN L. BUNTROCK       March 26, 1997
                             the Board               ---------------------
                                                     Dean L. Buntrock

     John M. Kehoe, Jr.      Director, President     /s/  JOHN M. KEHOE, JR.     March 26, 1997
                             and Chief Executive     -----------------------
                             Officer                 John  M. Kehoe, Jr.

     Robert Gagalis          Vice President,         /s/ ROBERT GAGALIS          March 26, 1997
                             Treasurer and Chief     ------------------
                             Financial Officer       Robert Gagalis

     Richard S. Haak, Jr.    Vice President,         /s/ RICHARD S. HAAK, JR.    March 26, 1997
                             Controller and          ------------------------
                             Principal Accounting    Richard S. Haak, Jr.
                             Officer
     Kay Hahn Harrell        Director                /s/ KAY HAHN HARRELL        March 26, 1997
                                                     --------------------
                                                     Kay Hahn Harrell

     Donald F. Flynn         Director                /s/ DONALD F. FLYNN         March 26, 1997
                                                     -------------------
                                                     Donald F. Flynn

     James E. Koenig         Director                /s/ JAMES E. KOENIG         March 26, 1997
                                                     -------------------
                                                     James E. Koenig

     Paul M. Meister         Director                /s/ PAUL M. MEISTER         March 26, 1997
                                                     -------------------
                                                     Paul M. Meister

     Edward J. Noha          Director                /s/ EDWARD J. NOHA          March 26, 1997
                                                     ------------------
                                                     Edward J. Noha

     Manuel Sanchez          Director                /s/ MANUEL SANCHEZ          March 26, 1997
                                                     ------------------
                                                     Manuel Sanchez

     Thomas P. Stafford      Director                /s/ THOMAS P. STAFFORD      March 26, 1997
                                                     ----------------------
                                                     Thomas P. Stafford
</TABLE>

                                      25
<PAGE>
 
                        WHEELABRATOR TECHNOLOGIES INC.

                                 EXHIBIT INDEX
 
Number and Description of Exhibit*
----------------------------------

            1.               Inapplicable.
                           
            2.01             Agreement and Plan of Merger, dated March 30, 1990
                             and amended as of July 24, 1990, among the
                             registrant, WMX Technologies, Inc. ("WMX") and WM
                             Sub, Inc. (incorporated by reference to Exhibit
                             2.01 to the registrant's statement on Form S-4,
                             Reg. No. 33-36118).
                           
            2.02             Rust International Inc. Organizational Agreement,
                             dated as of December 31, 1992 ("Organizational
                             Agreement"), by and among the registrant, The
                             Brand Companies, Inc. ("Brand") and Chemical Waste
                             Management, Inc. ("CWM") (incorporated by
                             reference to Exhibit 7 to Amendment No. 6 to
                             Statement on Schedule 13D filed on January 5, 1993
                             by WMX, the registrant and CWM relating to
                             securities of Brand, Commission File No. 1-7327).
                           
            2.03             Amended and Restated Purchase and Sale Agreement
                             between the Company and United States Filter
                             Corporation, dated as of September 14, 1996
                             (incorporated by reference to Exhibit 2.1 to the
                             registrant's report on Form 8-K dated December 2,
                             1996).
                           
            2.04             Agreement and Amendment between Company and United
                             States Filter Corporation, dated as of December 2,
                             1996 (incorporated by reference to Exhibit 2.2 to
                             the registrant's report on Form 8-K dated December
                             2, 1996).
                           
            3.01             Restated Certificate of Incorporation of the
                             registrant (incorporated by reference to Exhibit
                             3.01 to registrant's 1989 annual report on Form
                             10-K).
                           
            3.02             Certificate of Amendment to the registrant's
                             Restated Certificate of Incorporation dated May 6,
                             1993 (incorporated by reference to Exhibit 19 to
                             the registrant's report on Form 10-Q for the
                             quarter ended March 31, 1993).
                           
            3.03             By-Laws of the registrant as amended through
                             January 30, 1997 .
                           
            4.               None.
                           
            5.               Inapplicable.
                           
            6.               Inapplicable.
                           
            7.               Inapplicable.
                           
            8.               Inapplicable.
                           
            9.               None.
                           
            10.01            Master Support Agreement, dated as of February 26,
                             1986, among AlliedSignal Inc. 

---------------------
*In the case of incorporation by reference to documents filed by the registrant
 under the Securities Exchange Act of 1934, the registrant's file number under
 that Act is 0-14246.


<PAGE>

                             ("AlliedSignal"), the registrant and Signal Capital
                             Corporation, as amended and restated as of January
                             27, 1987, and as further amended and restated as of
                             December 7, 1988, among AlliedSignal, Wheelabrator
                             Technologies Inc. ("Old WTI"), the Guaranteeing
                             Subsidiaries referred to therein, the Non-Company
                             Resco Subsidiaries referred to therein, the
                             registrant and Koll Real Estate Group, Inc.
                             ("KREG") (incorporated by reference to Exhibit
                             10.22 to Amendment No. 3 on Form 8 to KREG's
                             registration statement on Form 10, Commission File
                             No. 0-17189).
                         
            10.02            Assignment, Assumption and Release Agreement,
                             dated as of December 7, 1988, among the
                             registrant, Old WTI, the Old Guaranteeing
                             Subsidiaries (as defined therein) and AlliedSignal
                             (incorporated by reference to Exhibit 10.22B to
                             Amendment No. 3 on Form 8 to KREG's registration
                             statement on Form 10, Commission File No. 0-17189).
                         
            10.03            Assignment and Assumption Agreement, dated as of
                             December 7, 1988, among the registrant, Old WTI
                             and KREG (incorporated by reference to Exhibit
                             10.18B to KREG's 1988 annual report on Form 10-K,
                             Commission File No. 0-17189).
                         
            10.04            Land Option Agreement ("Land Option Agreement"),
                             dated as of August 12, 1988, between Old WTI and
                             Waste Management, Inc. ("WMI") (incorporated by
                             reference to Exhibit 10.15 to the registrant's
                             1988 annual report on Form 10-K).
                         
            10.05            Amendment No. 1, dated as of June 1, 1992, to Land
                             Option Agreement between Resco Holdings Inc.
                             ("Resco"), as successor by merger to Old WTI, and
                             WMI (incorporated by reference to Exhibit 19.01 to
                             the registrant's 1992 annual report on Form 10-K).
                         
            10.06            Amendment No. 2 dated as of November 15, 1995 to
                             Land Option Agreement (incorporated by reference
                             to Exhibit 10.06 to the registrant's 1995 annual
                             report on Form 10-K).
                         
            10.07            Second Amended and Restated Airspace Dedication
                             Agreement, dated as of December 13, 1992, between
                             Resco and WMI (incorporated by reference to
                             Exhibit 19.02 to the registrant's 1992 annual
                             report on Form 10-K).
                         
            10.08            Disposal Agreement, dated as of March 1, 1989,
                             between Waste Management Inc. of Florida and
                             Broward Waste Energy (incorporated by reference to
                             Exhibit 10.17A to the registrant's 1988 annual
                             report on Form 10-K).
                         
            10.09            Guaranty, dated August 2, 1988, from WMX to the
                             registrant and Wheelabrator Technologies of North
                             America Inc., formerly known as Wheelabrator
                             Technologies Inc. ("WTNA") (incorporated by
                             reference to Exhibit 10.19 to the registrant's
                             1988 annual report on Form 10-K).
            10.10            Restricted Unit Plan for Non-Employee Directors of
                             the registrant, as amended through June 10, 1991
                             (incorporated by reference to Exhibit 19.03 to the
                             registrant's quarterly report on Form 10-Q for the
                             quarter ended June 30, 1991).
                         
            10.11            Amendment, dated as of December 6, 1991, to the
                             Restricted Unit Plan for Non-Employee Directors of
                             the registrant (incorporated by reference to
                             Exhibit 19.05 to the registrant's 1991 annual
                             report on Form 10-K).

                                       2
<PAGE>
 
            10.12            Deferred Director's Fee Plan adopted June 10, 1991
                             (incorporated by reference to Exhibit 19.02 to the
                             registrant's quarterly report on Form 10-Q for the
                             quarter ended June 30, 1991).
                          
            10.13            Lease Agreement, dated as of September 15, 1987,
                             between Wilmington Trust Company, as Owner
                             Trustee, lessor, and Wheelabrator Millbury Inc.,
                             lessee (incorporated by reference to Exhibit 10.51
                             to the registrant's 1988 annual report on Form
                             10-K).
                          
            10.14            Lease Agreement, dated as of December 30, 1987, as
                             amended and restated as of April 1, 1988, between
                             Wilmington Trust Company, as Corporate Owner
                             Trustee, and Donald E. Smith, as Individual Owner
                             Trustee, lessor, and Signal Shasta Energy Company
                             Inc., lessee (incorporated by reference to Exhibit
                             10.52 to the registrant's 1988 annual report on
                             Form 10-K).
                          
                          
            10.15            Lease Agreement, dated as of September 15, 1988,
                             between State Street Bank and Trust Company of
                             Connecticut, N.A., lessor, and Baltimore Refuse
                             Energy Systems Company, Limited Partnership,
                             lessee (incorporated by reference to Exhibit 10.40
                             to registrant's registration statement on Form
                             S-4, Reg. No. 33-36118).
            10.16            Second Amendment and Restatement of Lease
                             Agreement, dated as of May 1, 1988, between the
                             First National Bank of Boston, as Corporate Owner
                             Trustee, James E. Mogavero, as Individual Owner
                             Trustee, lessor, and Bridgeport Resco, lessee
                             (incorporated by reference to Exhibit 10.41 to
                             registrant's registration statement on Form S-4,
                             Reg. No. 33-36118).
                          
            10.17            Modification Agreement, dated as of August 24,
                             1989, among the registrant, Old WTI, WMI, KREG and
                             Resco (incorporated by reference to Exhibit 28.01
                             to the registrant's Form 8-K dated August 24,
                             1989).
                          
            10.18            Assignment, Assumption and Release Agreement,
                             dated December 18, 1989, among KREG, Henley
                             Holdings, Inc., Henley, Henley Support Co. Two,
                             the registrant and Resco amending the Modification
                             Agreement (incorporated by reference to Exhibit
                             10.69 to the registrant's registration statement
                             on Form S-4, Reg. No. 33-36118).
                          
            10.19            Letter Agreement, dated October 25, 1990, among
                             the registrant, WMI, Resco, Henley and Henley
                             Support Co. Two amending the Modification
                             Agreement (incorporated by reference to Exhibit
                             10.46 to the registrant's 1990 annual report on
                             Form 10-K).
                          
            10.20            Letter Agreement, dated November 8, 1991, among
                             the registrant, Henley, KREG, WMX, WMI, New Henley
                             Holdings Inc. and WTNA, amending the Modification
                             Agreement (incorporated by reference to Exhibit
                             10.23 to the registrant's 1991 annual report on
                             Form 10-K).
                          
            10.21            1988 Stock Plan for Executive Employees of Old WTI
                             and its subsidiaries ("1988 Stock Plan")
                             (incorporated by reference to Exhibit 28.1 to
                             Amendment No. 1 to the registrant's registration
                             statement on Form S-8, Reg. No. 33-31523).

                                       3
<PAGE>
 
            10.22            Amendments, dated as of September 7, 1990, to the
                             1988 Stock Plan (incorporated by reference to
                             Exhibit 19.02 to the registrant's 1990 annual
                             report on Form 10-K).
                      
            10.23            Amendment, dated as of November 1, 1990, to the
                             1988 Stock Plan (incorporated by reference to
                             Exhibit 19.04 to the registrant's 1990 annual
                             report on Form 10-K).
                      
            10.24            Amendment, dated as of December 6, 1991, to the
                             1988 Stock Plan (incorporated by reference to
                             Exhibit 19.02 to the registrant's 1991 annual
                             report on Form 10-K).
                      
            10.25            1986 Stock Plan for Executive Employees of the
                             registrant and its subsidiaries ("1986 Stock
                             Plan") (incorporated by reference to Exhibit 28.2
                             to Amendment No. 1 to the registrant's
                             registration statement on Form S-8, Reg. No.
                             33-31523).
                      
            10.26            Amendment, dated as of November 1, 1990, to the
                             1986 Stock Plan (incorporated by reference to
                             Exhibit 19.03 to the registrant's 1990 annual
                             report on Form 10-K).
                      
            10.27            Amendment, dated as of December 6, 1991, to the
                             1986 Stock Plan (incorporated by reference to
                             Exhibit 19.01 to the registrant's 1991 annual
                             report on Form 10-K).
                      
            10.28            Restated Funding Agreement, dated as of September
                             7, 1990, among Resco, the registrant and WMX
                             (incorporated by reference to Exhibit 10.34 to the
                             registrant's 1990 annual report on Form 10-K).
                      
            10.29            Intellectual Property Licensing Agreement, dated
                             as of September 7, 1990, by and among Waste
                             Management International, Inc. ("WMII"), WMI and
                             the registrant (incorporated by reference to
                             Exhibit 10.37 to the registrant's 1990 annual
                             report on Form 10-K).
                      
            10.30            Amended and Restated Master Intercorporate
                             Agreement, dated as of November 1, 1993, by and
                             among WMX, CWM and the registrant (incorporated by
                             reference to Exhibit 10.36 to the registrant's
                             1993 annual report on Form 10-K).
                      
            10.31            Wheelabrator Technologies Inc. Corporate Incentive
                             Bonus Plan (as amended and restated as of March
                             13, 1995) (incorporated by reference to Exhibit
                             10.38 to the registrant's 1994 annual report on
                             Form 10-K).
                      
            10.32            Wheelabrator Technologies Inc. Long Term Incentive
                             Plan (as amended and restated as of March 23,
                             1994) (incorporated by reference to Exhibit 10.40
                             to the registrant's 1993 annual report on Form
                             10-K).
                      
            10.33            Retirement Plan for Non-Employee Directors of the
                             registrant (incorporated by reference to Exhibit
                             10.32 to the registrant's 1988 annual report on
                             Form 10-K).
                      
            10.34            Amendment, dated as of September 7, 1990, to the
                             Retirement Plan for Non-Employee Directors of the
                             registrant (incorporated by reference to Exhibit
                             19.01 to the registrant's 1990 annual report on
                             Form 10-K).
                      
            10.35            Amendment, dated June 10, 1991, to the Retirement
                             Plan for Non-Employee Directors of the registrant
                             (incorporated by reference to Exhibit 19.01 to the
                             registrant's quarterly report on Form 10-Q for the
                             quarter ended June 30, 1991).
                      
            10.36            1991 Stock Option Plan for Non-Employee Directors
                             of the registrant ("1991 

                                       4
<PAGE>
 
                             Directors Plan") adopted June 10, 1991
                             (incorporated by reference to Exhibit 19.04 to the
                             registrant's quarterly report on Form 10-Q for the
                             quarter ended June 30, 1991).
                             
            10.37            Amendment to 1991 Directors Plan dated as of
                             December 22, 1993 (incorporated by reference to
                             Exhibit 10.46 to the registrant's 1993 annual
            10.38            report on Form 10-K).
                        
                             Amendment to 1991 Directors Plan adopted on August
                             29, 1994 (incorporated by reference to Exhibit
                             10.46 to the registrant's quarterly report on Form
                             10-Q for the quarter ended September 30, 1994).
                        
                        
            10.39            1992 Stock Option Plan of the registrant
                             (incorporated by reference to Exhibit 10.45 to the
                             registrant's 1991 annual report on Form 10-K).
                        
            10.40            Rust Intercorporate Services Agreement ("Rust
                             Intercorporate Services Agreement"), dated as of
                             January 1, 1993, by and among the registrant, Rust
                             International Inc. ("Rust"), WMX and CWM
                             (incorporated by reference to Exhibit 10.42 to the
                             registrant's 1992 annual report on Form 10-K).
                        
            10.41            Amendment No. 1 dated as of August 10, 1993 to
                             Rust Intercorporate Services Agreement
                             (incorporated by reference to Exhibit 10.49 to the
                             registrant's 1993 annual report on Form 10-K).
                        
            10.42            Amendment No. 2 dated as of August 25, 1995 to
                             Rust Intercorporate Services Agreement
                             (incorporated by reference to Exhibit 10.42 to the
                             registrant's 1995 annual report on Form 10-K).
                        
            10.43            Amendment No. 3 dated as of December 31, 1995 to
                             Rust Intercorporate Services Agreement
                             (incorporated by reference to Exhibit 10.43 to the
                             registrant's 1995 annual report on Form 10-K).
                        
            10.44            Organizational Agreement (see Item 2.02 hereof).
                        
            10.45            Third Amended and Restated International
                             Development Agreement, dated as of January 1,
                             1993, among the registrant, WMX, CWM, WMII, Waste
                             Management International B.V. ("WMIBV"), Waste
                             Management International plc ("WM International"),
                             Rust, WTI International Holdings Inc. ("WTI
                             International") and RIH Inc. ("RIH") (incorporated
                             by reference to Exhibit 19.05 to the registrant's
                             1992 annual report on Form 10-K).
                        
            10.46            First Amended and Restated International Business
                             Opportunities Agreement ("IBOA"), dated as of
                             January 1, 1993, by and among the registrant, WMX,
                             CWM, WM International, WMII and Rust (incorporated
                             by reference to Exhibit 28 to the registrant's
                             registration statement on Form S-3, Reg. No.
                             33-59606).
                        
            10.47            Amendment Agreement, dated as of January 28, 1994,
                             by and among the registrant, WMX, CWM, WM
                             International, WMII and Rust amending the IBOA
                             (incorporated by reference to Exhibit 10.53 to the
                             registrant's 1993 annual report on Form 10-K).

                                       5
<PAGE>
 
            10.48            Amendment Agreement, dated as of July 10, 1995, by
                             and among the registrant, WMX, CWM, WM
                             International, WMII and Rust amending the IBOA
                             (incorporated by reference to Exhibit 10 to the
                             registrant's quarterly report on Form 10-Q for the
                             quarter ended September 30, 1995).
                      
            10.49            Amended and Restated Master Dividend Deed, dated
                             December 30, 1992, by and among the registrant,
                             CWM, WMII, WMX's foreign nominee, WM
                             International, WMIBV, RIH and WTI International
                             (incorporated by reference to Exhibit 19.07 to the
                             registrant's 1992 annual report on Form 10-K).
                      
            10.50            Reimbursement Agreement, dated March 10, 1993,
                             between WMX and the registrant (incorporated by
                             reference to Exhibit 10.51 to the registrant's
                             registration statement on Form S-1, Reg. No.
                             33-47575).
                      
            10.51            Wheelabrator Technologies Inc/Rust International
                             Inc Supplemental Benefit Plan, (as amended and
                             restated effective January 1, 1995) (incorporated
                             by reference to Exhibit 4.15 to the registrant's
                             registration statement on Form S-8, Reg. No.
                             33-64431
                      
            10.52            First Amendment effective as of May  20, 1996 to
                             the Wheelabrator Technologies Inc /Rust
                             International Inc. Supplemental Benefit Plan.
                      
            10.53            Second Amendment effective December 2, 1996 to the
                             Wheelabrator Technologies Inc./Rust International
                             Inc. Supplemental Benefit Plan.
                      
            11.              None.
                      
            12.              None.
                      
            13.1             Management's Discussion and Analysis of Financial
                             Condition and Results of Operations.
                      
            13.2             Consolidated Financial Statements, Supplementary
                             Data and Report of Independent Public Accountants.
                      
            14.              Inapplicable.
                      
            15.              Inapplicable.
                      
            16.              None.
                      
            17.              Inapplicable.
                      
            18.              None.
                      
            19.              Inapplicable.
                      
            20.              Inapplicable.
                      
            21.              List of subsidiaries of the registrant.

                                       6
<PAGE>
 
           22.               None.
                      
           23                Consent of Arthur Andersen LLP.
                      
           24.               None.
                      
           25.               Inapplicable.
                      
           26.               Inapplicable.
                      
           27.               Financial Data Schedule.
                      
           28.               None.
                      
           99.               None.


                                       7