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                                                                   Exhibit 10.49

                             SECOND AMENDMENT TO THE
             ALLIED WASTE INDUSTRIES, INC. 1991 INCENTIVE STOCK PLAN
                   (as Amended and Restated on March 29, 2001)

      THIS AMENDMENT, is made and entered into on December 12, 2002, by ALLIED
WASTE INDUSTRIES, INC., a Delaware corporation ("Employer").

                                R E C I T A L S:

      1.    The Employer maintains the Allied Waste Industries, Inc. 1991
Incentive Stock Plan, as amended and restated effective March 29, 2001 ("Plan"),
and as thereafter amended;

      2.    The Employer has reserved the right to amend the Plan in whole or in
part; and

      3.    The Employer intends to amend the Plan.

      THEREFORE, the Employer hereby adopts this Amendment as follows:

      1.    Section 2(m) of the Plan is amended to read as follows:

            "Fair Market Value" of a share of Common Stock on any date is (i)
      the closing sales price on that date (or if that date is not a business
      day, on the immediately preceding business day) of a share of Common Stock
      as reported on the principal securities exchange on which shares of Common
      Stock are then listed or admitted to trading; (ii) if not so reported, the
      average of the closing bid and asked prices for a share of Common Stock on
      that date (or if that date is not a business day, on the immediately
      preceding business day) as quoted on the National Association of
      Securities Dealers Automated Quotation System ("NASDAQ") or (iii) if not
      quoted on NASDAQ, the average of the closing bid and asked prices for a
      share of Common Stock as quoted by the National Quotation Bureau's "Pink
      Sheets" or the National Association of Securities Dealers' OTC Bulletin
      Board System. If the price of a share of Common Stock is not so reported,
      the Fair Market Value of a share of Common Stock shall be determined by
      the Committee in its absolute discretion.

      2.    Section 6(c)(iii) of the Plan is amended to read as follows:

            An Option shall be exercised by delivering notice to the Company's
      principal office, to the attention of its Secretary, along with the
      agreement evidencing the Option and payment for shares of Common Stock to
      be purchased upon the exercise of the Option. The notice must specify the
      number of shares of Common Stock with respect to which the Option is being
      exercised and must be signed by the Participant. Payment shall be made
      either (A) in cash, by certified check, bank cashier's check or wire
      transfer, (B) subject to the approval of
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      the Committee, in shares of Common Stock owned by the Participant for a
      period of at least six months prior to the effective date on which the
      Option is exercised and valued at their Fair Market Value on the effective
      date of such exercise, (C) subject to the approval of the Committee, in
      the form of a "cashless exercise" (as described below) or (D) subject to
      the approval of the Committee, in any combination of the foregoing. Any
      payment in shares of Common Stock shall be effected by the delivery of
      such shares to the Secretary of the Company, duly endorsed in blank or
      accompanied by stock powers duly executed in blank, together with any
      other documents and evidences as the Secretary of the Company shall
      require from time to time. The effective date on which an Option is
      exercised shall be established by the Secretary and shall occur within an
      administrative reasonable period of time (but no later than five business
      days) after the Secretary receives the notice, agreement, and payment
      referred to above. Prior to the exercise date, the Optionee may withdrawal
      the notice, in which case the Option will not be exercised.

            The cashless exercise of an Option shall be pursuant to procedures
      whereby the Participant by written notice, directs (A) an immediate market
      sale or margin loan respecting all or a part of the shares of Common Stock
      to which he is entitled upon exercise pursuant to an extension of credit
      by a brokerage firm (or other party that is not affiliated with the
      Company) of the exercise price, (B) the delivery of the shares of Common
      Stock directly from the Company to a brokerage firm and (C) delivery of
      the exercise price from the sale or the margin loan proceeds from the
      brokerage firm directly to the Company.

      3.    Section 6(c)(v) of the Plan is amended to read as follows:

            Certificates for shares of Common Stock purchased upon the exercise
      of an Option shall be issued in the name of the Participant or permitted
      transferee of the Participant and delivered to the Participant or
      permitted transferee as soon as practicable following the later of (A) the
      effective date on which the Option is exercised or (B) the date
      withholdings are made by the Company (or an amount sufficient to satisfy
      such withholdings are received by the Company) with respect to the Option
      that is exercised; provided, however, that such delivery shall be effected
      for all purposes when a stock transfer agent of the Company shall have
      deposited such certificates in the United States mail, addressed to the
      Participant or permitted transferee. If withholdings are to be transmitted
      to the Company and are not timely received, to satisfy its withholding
      obligation, the Company may withhold a portion of the shares of Common
      Stock that would otherwise be issued to the Participant upon the exercise
      of the Option, sell such shares, and use the proceeds from such shares to
      satisfy the Company's withholding obligations.

      4.    Section 20 of the Plan is amended to read as follows:

            Upon the death of a Participant, outstanding Incentive Awards
      granted to such Participant may be exercised only by the executors or
      administrators of the Participant's estate or by any person or persons who
      shall have acquired such right to exercise by will or by the laws of
      descent and distribution or by assignment or transfer from the Participant
      as contemplated by Sections 6(c)(6) and 7(c) above. No transfer by will or
      the laws of descent and distribution, or as contemplated by Sections
      6(c)(6) and 7(c) above, of any Incentive

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      Award, or the right to exercise any Incentive Award, shall be effective to
      bind the Company unless the Committee shall have been furnished with (a)
      written notice thereof and with a copy of the will, assignment, or
      transfer document and/or such evidence as the Committee may deem necessary
      to establish the validity of the transfer and (b) an agreement by the
      transferee to comply with all the terms and conditions of the Incentive
      Award that are or would have been applicable to the Participant and to be
      bound by the acknowledgments made by the Participant in connection with
      the grant of the Incentive Award.

      5.    The Effective Date of this Amendment shall be December 12, 2002.

      6.    Except as amended, all of the terms and conditions of the Plan shall
      remain in full force and effect.

                                     ALLIED WASTE INDUSTRIES, INC., a
                                       Delaware corporation



                                     By /s/ Steven M. Helm
                                       -----------------------------------------
                                       Steven M. Helm, Vice President, Legal and
                                       Corporate Secretary


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