Exhibit 3.2

                               [Bylaw Amendments]

                  RESOLVED,  that  effective  upon the closing of the  Preferred
Stock Purchase Agreement,  the following amendments to the Bylaws of the Company
shall take effect:

                  1.       Section II.2 of the Bylaws is deleted and replaced in
its entirety with the following:

                           Section II.2. As  of  the closing  of the purchase of
         shares of Senior Convertible Preferred Stock (as defined in  the Second
         Amended   and   Restated   Shareholders  Agreement  (the  "Shareholders
         Agreement"),  dated  as  of  July 30, 1999, by and between Allied Waste
         Industries, Inc.,  a  Delaware  corporation (the "Company"), on the one
         hand,  and  Apollo  Investment  Fund  IV,  L.P.,  a  Delaware   limited
         partnership,  Apollo  Investment  Fund  III,  L.P.,  a Delaware limited
         partnership,  Apollo  Overseas  Partners  IV,  L.P., a Delaware limited
         partnership,  Apollo  Overseas  Partners  III, L.P., a Delaware limited
         partnership,  Apollo  (U.K.)  Partners  III, L.P.,  an  English limited
         partnership,  Apollo/AW LLC,  a  Delaware  limited  liability  company,
         Blackstone  Capital  Partners II Merchant Banking Fund L.P., a Delaware
         limited  partnership, Blackstone  Capital Partners III Merchant Banking
         Fund L.P., a Delaware  limited partnership ("BCP"), Blackstone Offshore
         Capital  Partners  II  L.P.,  a  Cayman  Islands  limited  partnership,
         Blackstone  Family  Investment  Partnership II L.P., a Delaware limited
         partnership,  Blackstone  Offshore  Capital Partners III L.P., a Cayman
         Islands  limited  partnership, Blackstone Family Investment Partnership
         III L.P.,  a  Delaware  limited  partnership,  Greenwich Street Capital
         Partners II,  L.P., a Delaware limited partnership, GSCP Offshore Fund,
         L.P., a  Cayman  Islands  exempted limited partnership, Greenwich Fund,
         L.P., a  Delaware limited partnership, Greenwich Street Employees Fund,
         L.P., a  Delaware  limited  partnership,  TRV  Executive  Fund, L.P., a
         Delaware  limited  partnership,  DLJMB  Funding  II,  Inc.,  a Delaware
         corporation, DLJ Merchant Banking Partners II, L.P., a Delaware limited
         partnership,  DLJ  Merchant  Banking  Partners  II-A,  L.P., a Delaware
         limited partnership, DLJ Diversified Partners, L.P., a Delaware limited
         partnership,  DLJ  Diversified  Partners-A,  L.P.,  a  Delaware limited
         partnership,  DLJ  Millennium  Partners,  L.P.,   a   Delaware  limited
         partnership,  DLJ  Millennium  Partners-A,  L.P.,  a  Delaware  limited
         partnership,  DLJ  First  ESC L.P., a Delaware limited partnership, DLJ
         Offshore Partners II, C.V., a Netherlands Antilles limited partnership,
         DLJ EAB Partners, L.P., a Delaware limited partnership, and DLJ ESC II
         L.P., a Delaware limited partnership, or any other entities (other than
         the Company)  party  to  the  Shareholders Agreement (collectively, the
         "Shareholders"),  on  the  other hand) pursuant to the Preferred  Stock
         Purchase   Agreement  (as defined  in the  Shareholders Agreement)  and
         until the earlier  to occur  of the tenth  anniversary of the  purchase
         of   shares  of  Senior  Preferred  Stock  pursuant  to  the  Preferred
         Stock Purchase and the date on which the Apollo/Blackstone Shareholders
         (as defined in the Shareholders Agreement) own, collectively, less than
         20%  of  the  Apollo/Blackstone  Shares (as defined in the Shareholders
         agreement) (the "Shareholder Designee Period"), the  board of directors
         shall  consist  of  no  more  than  thirteen (13) directors  during the
         Shareholder Designee Period.

                  2.       Section II.3 of the Bylaws is amended to delete the
second paragraph and to add a new paragraph as follows:

                           At all times during the Shareholder  Designee Period,
         the  Company  agrees,   subject  to  Section  3.1(d),  to  support  the
         nomination  of, and the  Company's  Nominating  Committee  (as  defined
         herein) shall  recommend to the Board of Directors the inclusion in the
         slate of nominees recommended by the Board of Directors to shareholders
         for election as directors at each annual meeting of shareholders of the
         Company: (i) no more than two persons who are executive officers of the
         Company ("Management Directors"),  (ii) (A) five Shareholder Designees,
         so long as the Apollo/Blackstone  Shareholders  beneficially own 80% or
         more of the Apollo/Blackstone  Shares, (B) four Shareholder  Designees,
         so long as the Apollo/Blackstone  Shareholders  beneficially own 60% or
         more  but less  than 80% of the  Apollo/Blackstone  Shares,  (C)  three
         Shareholder  Designees,  so long as the Apollo/Blackstone  Shareholders
         beneficially own 40% or more but less than 60% of the Apollo/Blackstone
         Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone
         Shareholders  beneficially  own 20% or more  but  less  than 40% of the
         Apollo/Blackstone  Shares, and (E) one Shareholder Designee, so long as
         the  Apollo/Blackstone  Shareholders  beneficially  own 10% or more but
         less  than  20% of the  Apollo/Blackstone  Shares  (each a  "Beneficial
         Ownership  Threshold");  provided,  however,  that if at any  time as a
         result of the Company's  issuance of Voting Securities the Shareholders
         beneficially  own 9% or less of the Actual  Voting  Power (the  "Actual
         Voting Power Threshold"),  the Apollo/Blackstone  Shareholders shall be
         entitled  to no more  than  three  Shareholder  Designees  (even if the
         Apollo/Blackstone Shareholders would otherwise be entitled to a greater
         number of  Shareholder  Designees  pursuant  to clauses (A) through (E)
         above),  and (iii) such other persons,  each of whom is (A) recommended
         by the  Nominating  Committee  and (B) not an employee or officer of or
         outside  counsel  to the  Company  or a  partner,  employee,  director,
         officer,  affiliate  or  associate  (as defined in Rule 12b-2 under the
         Exchange Act) of any  Shareholder  or any affiliate of a Shareholder or
         as to which  the  Shareholders  or their  affiliates  own at least  ten
         percent of the voting equity securities ("Unaffiliated  Directors"). If
         any vacancy (whether by death,  retirement,  disqualification,  removal
         from office or other  cause,  or by  increase  in number of  directors)
         occurs prior to a meeting of the Company's stockholders,  the Board (i)
         may  appoint  a member  of  management  to fill a  vacancy  caused by a
         Management Director ceasing to serve as a director, (ii) shall appoint,
         subject to Section 3.1(d), a person designated by the Apollo/Blackstone
         Shareholders  to  fill a  vacancy  created  by a  Shareholder  Designee
         ceasing to serve as a director  (except as a result of the reduction of
         the number of  Shareholder  Designees  entitled  to be  included on the
         Board of  Directors  by reason of a decrease  in the  Apollo/Blackstone
         Shareholders'  beneficial ownership of  Apollo/Blackstone  Shares below
         any Beneficial  Ownership  Threshold or by reasons of a decrease in the
         Shareholders'  beneficial  ownership  of  Voting  Securities  below the
         Actual  Voting  Power  Threshold),  and (iii) may  appoint a person who
         qualifies  as an  Unaffiliated  Director  and  is  recommended  by  the
         Nominating  Committee  pursuant  to the  procedures  set  forth  in the
         following  paragraph  to  fill a  vacancy  created  by an  Unaffiliated
         Director ceasing to serve as a director (provided, however, that in the
         case of a vacancy relating to an Unaffiliated  Director,  if a majority
         of the Nominating Committee is unable to recommend a replacement,  then
         the directorship with respect to this vacancy shall remain vacant), and
         each such person shall be a Management  Designee,  Shareholder Designee
         or  Unaffiliated  Director,  as the case may be, for  purposes  of this
         Agreement.  Upon any  decrease in the  Apollo/Blackstone  Shareholders'
         beneficial ownership of  Apollo/Blackstone  Shares below any Beneficial
         Ownership  Threshold or Voting Securities below the Actual Voting Power
         Threshold,  the Apollo/Blackstone  Shareholders shall cause a number of
         Shareholder  Designees to offer to immediately resign from the Board of
         Directors such that the number of Shareholder  Designees serving on the
         Board of Directors  immediately  thereafter will be equal to the number
         of Shareholder Designees which the Apollo/Blackstone Shareholders would
         then be entitled to designate under Section 3.1(b) of the  Shareholders
         Agreement.  Upon termination of the Shareholder  Designee  Period,  the
         Apollo/Blackstone   Shareholders   shall  promptly  cause  all  of  the
         Shareholder  Designees to offer to resign immediately from the Board of
         Directors and any committees thereof.

                  3.       The following provision shall replace Section III.3
of the Bylaws in its entirety:

                           Section III.3.  For so long as the  Apollo/Blackstone
         Shareholders  are entitled to at least two Shareholder  Designees under
         the Shareholders Agreement, the Apollo/Blackstone Shareholders shall be
         entitled to have one  Shareholder  Designee  serve on each committee of
         the board of directors other than any committee  formed for the purpose
         of  considering  matters  relating  to the  Shareholders.  At all times
         during the Shareholder Designee Period, Unaffiliated Directors shall be
         designated  exclusively  by a majority of a nominating  committee  (the
         "Nominating   Committee"),   which  shall  at  all  times   during  the
         Shareholder  Designee Period consist of not more than four persons, two
         of whom  shall be  Shareholder  Designees  (or such  lesser  number  of
         Shareholder Designees as then serves on the Board of Directors) and two
         of whom shall be either Management Directors or Unaffiliated Directors.
         If the Nominating  Committee is unable to recommend one or more persons
         to serve as Unaffiliated  Directors (except with respect to any vacancy
         created by an Unaffiliated Director ceasing to serve as such), then the
         Board of  Directors  shall  nominate  and  recommend  for  election  by
         stockholders  an  Unaffiliated  Director  then  serving on the Board of
         Directors.  Notwithstanding  the  foregoing,  if the  Apollo/Blackstone
         Shareholders  beneficially  own less than 50% of the  Apollo/Blackstone
         Shares, the Nominating Committee shall be comprised of individuals only
         one of whom is a Shareholder Designee.