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                                                                   EXHIBIT 10.64

                 AMENDMENT TO THE ALLIED WASTE INDUSTRIES, INC.
               PERFORMANCE-ACCELERATED RESTRICTED STOCK AGREEMENT
                         (UNDER THE AMENDED AND RESTATED
                           1991 INCENTIVE STOCK PLAN)

      THIS AMENDMENT ("Amendment"), made effective July 1, 2004, between ALLIED
WASTE INDUSTRIES, INC., a Delaware corporation ("Company") and
_____________________________ ("Grantee"):

                                R E C I T A L S:

      The Company has granted shares of restricted stock to Grantee pursuant to
the Performance-Accelerated Restricted Stock Agreement dated _____, 200_
("PARSAP Agreement").

      The Management Development/Compensation Committee of the Board of
Directors ("Committee") has determined that it would be in the best interests of
the Company and its stockholders to amend the PARSAP Agreement to modify certain
provisions with respect to the vesting of the Restricted Stock granted therein.

      NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:

      1. Section 2 of the PARSAP Agreement is hereby amended in its entirety to
read as follows:

            2. Vesting. Except as otherwise provided herein, Grantee shall
      become vested in the Award Shares according to the following schedule: 0%
      vested interest until the later of (a) four years from the Date of Grant
      or (b) July 1, 2004; then 1/7th vested at the later of (a) four years from
      the Date of Grant or (b) July 1, 2004; and then an additional 1/7th vested
      on each subsequent anniversary of the Date of Grant thereafter until 100%
      vested at ten years from the Date of Grant. Notwithstanding the foregoing,
      vesting will be accelerated upon the Company's attaining certain
      performance goals, as specified in Paragraph 3 below, or upon a Change in
      Control, as specified in Paragraph 13 below. Vesting also may be
      accelerated upon the occurrence of certain events, as specified in
      Paragraph 4 below.

      2. The effective date of this Amendment shall be July 1, 2004.

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      3. Except as specifically amended, all of the terms and conditions of the
PARSAP Agreement shall remain in full force and effect.

      IN WITNESS WHEREOF, the Company has, as of the date first above written,
caused this Agreement to be executed on its behalf by its Chairman, President or
any Vice President, and Grantee has hereunder set his hand as of the date first
above written.

ALLIED WASTE INDUSTRIES, INC.,                 GRANTEE
A DELAWARE CORPORATION

By_______________________________              _________________________________
                                               Signature

                                               _________________________________
                                               Print Name

                                               _________________________________

                                               _________________________________
                                               Address

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