UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     
SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended September 30, 1996

[ ]  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 0-20868

                    UNITED WASTE SYSTEMS, INC.
      (Exact name of Registrant as specified in its charter)


  Delaware                                           13-3532338 
(State or other jurisdiction            (I.R.S. Employer
of incorporation or organization)       Identification No.)

Four Greenwich Office Park, Greenwich, Connecticut          06830
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code (203) 622-3131

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.
  X   Yes         No

              APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of each of the issuer's classes of
common stock as of November 12, 1996:

         Common Stock, $.001 par value 37,329,979 shares    

     
                    UNITED WASTE SYSTEMS, INC.
   FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                              INDEX

                                                            Page 

PART I    FINANCIAL INFORMATION

 Item 1   Unaudited Condensed Consolidated Financial Statements

          Condensed Consolidated Balance Sheets as of 
          September 30, 1996 and December 31, 1995 
          (unaudited). . . . . . . . . . . . . . . . . . . . . .3

          Condensed Consolidated Statements of Operations for 
          the Nine and Three Months Ended September 30, 1996 
          and 1995(unaudited). . . . . . . . . . . . . . . . . .5

          Condensed Consolidated Statement of Stockholders'
          Equity for the Nine Months Ended September 30, 1996
          (unaudited). . . . . . . . . . . . . . . . . . . . . .6

          Condensed Consolidated Statements of Cash Flows for 
          the Nine Months Ended September 30, 1996 and 1995
          (unaudited). . . . . . . . . . . . . . . . . . . . . .7

          Notes to Unaudited Condensed Consolidated Financial
          Statements . . . . . . . . . . . . . . . . . . . . . .9

 Item 2   Management's Discussion and Analysis of Financial
          Condition and Results of Operations. . . . . . . . . 19

PART II   OTHER INFORMATION

 Item 1   Legal Proceedings. . . . . . . . . . . . . . . . . . 31
 
 Item 6   Exhibits and Reports on Form 8-K . . . . . . . . . . 32

          Signatures . . . . . . . . . . . . . . . . . . . . . 34

<TABLE>
                      UNITED WASTE SYSTEMS, INC.
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                             (UNAUDITED) 
<CAPTION>
                                            September 30            December 31
                                              1996                      1995           
<S>                                     <C>                        <C>                                             
Current assets:
Cash and cash equivalents               $        32,729,728        $       6,721,849
Accounts receivable, net of
  allowance for doubtful accounts
  of $3,262,000 in 1996 and 
  $2,250,000 in 1995                             48,655,972               38,522,126
Prepaid expenses and other current
  assets                                         16,312,559               14,198,544

          Total current assets                   97,698,259               59,442,519

Property and equipment, net
  of accumulated depreciation of
  $86,629,000 in 1996 and 
  $58,867,000 in 1995                           346,265,574              289,378,346
Intangible assets, net                          237,029,753              171,739,197
Other assets                                     24,568,389               20,008,399
                                        $       705,561,975        $     540,568,461
Current liabilities:
  Current portion of long-term debt
   and nonrecourse bonds                $         3,632,127        $       5,644,096
  Accounts payable                               23,339,835               18,031,701
  Deferred revenue                                9,359,086                8,291,415
  Due to seller                                   4,872,666                6,465,720
  Short-term accrued landfill costs               3,740,634                6,524,024
  Current portion of capital lease 
    obligations                                     444,410                1,383,576
  Accrued expenses and other current
    liabilities                                  29,011,768               17,077,402
          Total current liabilities              74,400,526               63,417,934

Long-term debt, less current portion            261,908,272              156,193,971
Obligations under capital leases, less
  current portion                                   405,135                4,687,554
Nonrecourse sewage facility revenue bonds,
  less current portion                            9,100,000                9,400,000
Accrued landfill costs                           37,808,377               27,663,907
Other long-term liabilities                       5,748,412                3,056,578
Deferred income taxes                            36,404,927               33,885,306
Commitments and contingencies                              
</TABLE>

The accompanying notes are an integral part of these condensed
consolidated financial statements.

<TABLE>
                      UNITED WASTE SYSTEMS, INC.
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                             (UNAUDITED) 
<CAPTION>
                                               September 30               December 31
                                                   1996                      1995           
<S>                                       <C>                      <C>           
Stockholders' equity:
  Common stock, $.001 par value, 
  75,000,000 in 1996 and 25,000,000 
  in 1995 shares authorized;
  37,237,959 in 1996 and 17,578,550 
  in 1995 shares issued and outstanding                  37,238              17,579
Additional paid-in capital                          219,503,908         200,267,630
Retained earnings                                    60,245,180          41,978,002
          Total stockholders' equity                279,786,326         242,263,211
                                          $         705,561,975     $   540,568,461
</TABLE>

The accompanying notes are an integral part of these condensed
consolidated financial statements.
<TABLE>
                                      UNITED WASTE SYSTEMS, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (UNAUDITED)
<CAPTION>
                                   Nine Months Ended                                       Three Months Ended
                                     September 30                                             September 30      
                              1996                        1995                   1996                  1995          

<S>                   <C>                                <C>                    <C>                      <C>       
Revenues              $         241,884,894              $    160,289,684       $       90,046,875       $        63,323,382 
Cost of operations              149,595,905                    99,196,676               53,116,121                37,196,840 
Selling, general 
  and administrative 
  expense                        38,813,005                    24,870,301               14,034,912                 9,737,030 
Income from operations           53,475,984                    36,222,707               22,895,842                16,389,512 
Interest expense                 11,054,451                     6,930,500                3,897,871                 2,403,392 
Other expense
  (income), net                   1,131,112                      (711,638)                (686,422)                 (292,685)
Income before provision 
  for income taxes               41,290,421                     30,003,845              19,684,393                14,278,805 
Provision for income 
  taxes                          17,477,254                     11,609,191               8,291,535                 5,549,562 
Net income                       23,813,167                     18,394,654              11,392,858                 8,729,243 
Net deductions 
  from income 
  available to 
  common stockholders                                              372,501                                                   
Income available to 
  common stockholders $          23,813,167              $      18,022,153      $        11,392,858      $         8,729,243 
Primary earnings per 
  common share and 
  common  equivalent 
  share               $                 .60              $             .54      $                .29     $               .24 
Fully diluted 
  earnings per 
  common share and
  common equivalent
  share                                                  $             .53           $        .28            
</TABLE>

The accompanying notes are an integral part of these condensed 
consolidated financial statements.
<TABLE>
                                     UNITED WASTE SYSTEMS, INC.
                      CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                            (UNAUDITED)
<CAPTION>

                                    Common Stock            
                               Number                                   Additional                                             
                                of                                      Paid-in               Retained       
                               Shares                  Amount           Capital               Earnings       
<S>                              <C>                       <C>             <C>                 <C> 
Balance,
  December 31, 1995               17,578,550                $17,579      $200,267,630          $41,978,002 
Poolings-of-interests                579,857                    580           335,719            (2,395,684)
Exercise of common
  stock warrants
  and options                      1,175,594                  1,175         16,631,490 
Issuance of
  common stock                        30,622                     31          1,144,894 
Two-for-one stock
  split                           17,873,336                 17,873            (17,873)
Pro forma tax 
  adjustment                                                                                        (261,454)
Subchapter S 
  distributions of 
  pooled entities                                                                                 (1,240,000)
Reclassification of 
  Subchapter S accumulated 
  earnings to paid-in 
  capital                                                                    1,142,048            (1,142,048)
Adjustment to conform 
  fiscal year of pooled
  entities                                                                                          (506,803)
Net income                                                                                        23,813,167 
Balance, 
  September 30, 1996              37,237,959    $            37,238   $           219,503,908      $             60,245,180 
</TABLE>
The accompanying notes are an integral part of these condensed 
consolidated financial statements.
<TABLE>
                     UNITED WASTE SYSTEMS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED)
<CAPTION>
                                                    Nine Months Ended
                                                       September 30             
                                                       1996                            1995            
<S>                                      <C>                          <C>
Cash flows from operating activities:
  Net income                             $           23,813,167       $             18,394,654 
  Adjustments to reconcile net income 
    to net cash provided by operating 
    activities:                                                 
      Depreciation and amortization                  27,736,238                     17,012,269 
      Deferred income taxes                           3,942,115                        913,860 
      Gain on sale of assets                           (364,586)                      (138,616)
      Pro forma tax adjustment                         (261,454)                     1,443,032 
Changes in operating assets and 
  liabilities:                           
    Accounts receivable                              (5,903,874)                    (1,146,220)
    Other assets                                     (1,869,449)                    (6,796,096)
    Accounts payable                                  1,909,163                        563,659 
    Accrued landfill costs                           (1,647,228)                     1,195,171 
    Other liabilities                                 9,422,210                      5,807,271 
    Net cash provided by operating 
      activities                                     56,776,302                     37,248,984 
Cash flows from investing activities:
  Purchases of property and equipment               (41,045,951)                   (23,989,402)
  Proceeds from sale of assets                        1,013,141                        139,733 
  Restricted investments, net (held to
    maturity)                                           744,770                     (7,612,087)
  Payments of contingent purchase price              (2,582,857)                    (1,720,938)
  Payments of capitalized project costs              (1,297,096)                      (420,331)
  Purchases of other companies, 
    net of cash acquired                            (88,219,073)                  (155,429,399)
  Net cash used in investing activities            (131,387,066)                  (189,032,424)
Cash flows from financing activities:
  Due to sellers                                     (6,869,162)                      (803,808)
  Dividends on preferred stock                                                        (372,501)
  Proceeds from debt                                183,070,484                    271,425,663 
  Repayments of debt                                (81,869,977)                  (173,066,780)
  Repayments of capital lease 
    obligations                                      (4,368,367)                      (838,888)
  Payments of financing costs                        (4,737,000)                    (2,684,074)
  Proceeds from exercise of common
    stock warrants and options                       16,632,665                      2,943,826 
</TABLE>

The accompanying notes are an integral part of these condensed
consolidated financial statements.
<TABLE>
                      UNITED WASTE SYSTEMS, INC.
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
                              (UNAUDITED)
<CAPTION>
                                                     Nine Months Ended
                                                      September 30              
                                                   1996                       1995             
<S>                                              <C>                              <C>         
  Net proceeds from issuance 
    of common stock                                                                 66,040,771 
Subchapter S distributions
    of pooled entities                               (1,240,000)                    (5,241,200)
  Net cash from financing activities                100,618,643                    157,403,009 
  Increase in cash and
    cash equivalents                                 26,007,879                      5,619,569 
Cash and cash equivalents at 
  beginning of period                                 6,721,849                      2,598,207 
Cash and cash equivalents at
  end of period                                     $32,729,728                     $8,217,776 
Supplemental disclosure of cash flow
information:
  Cash paid during the period for interest,
    net of amounts capitalized            $           9,926,111       $              6,137,656 
  Cash paid during the period for 
    income taxes                          $           5,340,755       $              7,495,432 
Supplemental schedule of noncash investing
  and financing activities:
  The Company acquired the net assets
    and assumed certain liabilities of
    other companies as follows:
  Fair value of net assets acquired:
    Property and equipment                $          31,112,159       $            121,282,615 
    Other assets, net of cash acquired               77,624,727                    119,710,975 
    Less liabilities assumed                        (13,791,265)                   (54,552,657)
    Less amounts due to seller                       (5,456,729)                   (14,834,605)
    Less amounts paid in common stock                (1,144,983)                   (13,646,965)
    Less deposits and capitalized project
      costs paid in prior periods                      (124,836)                    (2,529,964)
    Net cash paid                         $          88,219,073                   $155,429,399 
  Conversion of convertible
      debt  
                                          $              2,660,843 
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.

                    UNITED WASTE SYSTEMS, INC.
  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   September 30, 1996 and 1995

Note 1 - Basis of presentation

    The condensed consolidated financial statements of United
Waste Systems, Inc. and its subsidiaries (the "Company") for the
three and nine months ended September 30, 1996 have been restated
to include the accounts of three acquisitions completed in
September 1996, that were accounted for as pooling-of-interests. 
The historical operations of these three acquisitions are not
material to the Company's consolidated operations and financial
position and, therefore, prior years have not been restated.  In
addition, the condensed consolidated financial statements at
December 31, 1995 and for the three and nine months ended September
30, 1995 have been restated to include the accounts of an
acquisition completed on June 28, 1996, that was accounted for as
a pooling-of-interests.  See Note 2.

    The Company's consolidated balance sheet as of December 31,
1995, included herein has been restated as described above.  Such
restated balance sheet has been audited and filed as an Exhibit to
a Current Report on Form 8-K dated June 28, 1996, previously filed
by United Waste Systems, Inc.  As a result of such restatement, the
condensed consolidated balance sheet of the Company as of December
31, 1995 included herein is different than the audited consolidated
balance sheet of the Company as of such dated included in the
Company's 1995 Annual Report on Form 10-K.

    The condensed consolidated financial statements included
herein are unaudited and, in the opinion of management, such
financial statements reflect all adjustments necessary to present
a fair statement of the results of the interim periods presented. 
Interim financial statements do not require all disclosures
normally presented in year-end financial statements, and,
accordingly, certain disclosures have been omitted.

    Effective January 1, 1996, the Company adopted the provisions
of Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of ("SFAS No.
121"), issued by the Financial Accounting Standards Board.  SFAS
No. 121 requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount.  SFAS No. 121
also addresses the accounting for long-lived assets that are
expected to be disposed of.  The adoption and on-going effects of
this Statement did not have a material effect on the Company's
financial position or results of operations for the three and nine
months ended September 30, 1996.

Note 2 - Acquisitions

    During the nine months ended September 30, 1996, the Company
completed the following acquisitions of businesses (not including
acquisitions described below that were accounted for as a poolings-of-
interests):
<TABLE>
<CAPTION>
                    Company                      Business                         Date Acquired
<S>                                         <C>                               <C>                
United Waste Systems, Inc.
 (MN) (not previously affiliated
  with the Company)                                       Collection                         January 1996
Cardinal Sanitation, Inc.                                 Collection                         January 1996
Albany Disposal Service, Inc.                Collection                       January 1996
Hudson & Sons Sanitation                                  Collection                         January 1996
Commercial Disposal Company, Inc.           Collection/                       January 1996
                                                     Transfer
                                                      Station
Central Sanitary Landfill, Inc.               Landfill/                      February 1996
                                                          Collection
Robert Wright Disposal, Inc.                              Collection                        February 1996
Creech Sanitation                                         Collection                        February 1996
Cheshire Sanitation, Inc.                                Collection/                        February 1996
                                                     Transfer
                                                      Station
Charlie's Rubbish                                         Collection                           March 1996
Benjamin Scott                                            Collection                           March 1996
Milby Sanitation                                          Collection                           April 1996
Suburban Sanitation Service, Inc.                        Collection/          April 1996
                                                          Recycling                             
Dafter Sanitary Landfill, Inc.                            Landfill/          April 1996
                                                          Collection                                     
JJ Young                                                  Collection                           April 1996
McDaniel Landfill, Inc.                                   Landfill/                     May 1996
                                                         Collection/
                                                    Transfer Station                                     
DSI of Shawano County, Inc.                               Collection                             May 1996
Dietrich Sanitary Service, Inc.                          Collection/            May 1996
                                                           Recycling                             

Peterson Demolition, Inc.                                 Transfer/                     May 1996
                                                          Collection                                     
Manca Brothers                                             Landfills                    June 1996
Fred Bauer                                                Collection                            June 1996
Twin City Sanitation, Inc.                                Collection                            June 1996
Carpenter Trucking                                        Collection                            June 1996
Rubbish Busters, Inc.                                     Collection                            June 1996
United Waste Systems, Inc.(CO)                             Landfill/           June 1996
  (not previously affiliated                             Collection/
   with the Company)                                Transfer Station                                     
Andrews Rubbish                                           Collection                            June 1996
Peter Corellis 
  Rubbish Removal, Inc.                                   Collection                            June 1996
Missouri River                                           Collection/                            July 1996
  Sanitation, Inc.                                  Transfer Station
Cecil Shykes Sanitary                                     Collection                            July 1996
  Service, Inc.
Baker's Rural                                             Collection                            July 1996
  Sanitation, Inc.
Midwest Sanitation                                        Collection                          August 1996
  Service, Inc.
Arnold Trusty                                             Collection                          August 1996
County Waste & Recycling                                  Collection                          August 1996
  Services of Western
  New York, Inc.
Adirondack Waste                                          Collection                          August 1996
  Systems, Inc.
Albany-Greene                                             Collection                          August 1996
  Sanitation, Inc.                        
CDF Consolidated Corporation                             Collection/                          August 1996
                                                    Transfer Station
Okalona Sanitation, Inc.                                  Collection                          August 1996
Beardsely Disposal, Inc.                                  Collection                          August 1996
Al's Rubbish Removal                                      Collection                       September 1996
Burbridge Trash                                           Collection                       September 1996
  Service, Inc.
Bauer Sanitation                                         Collection/                       September 1996
                                                    Transfer Station
Seay Brothers                                             Collection                       September 1996
  Rolloff, Inc.
Fitzpatrick Disposal/                                     Collection                       September 1996
  City Trash
Danny Flynn                                               Collection                       September 1996
  Collection Company
Janie & Dewie                                             Collection                       September 1996
  Collection Company
Indoor-Outdoor                                            Collection                       September 1996
  Environmental, Inc.
Ken's Waste Disposal                                      Collection                       September 1996
</TABLE>
     The above acquisitions have been accounted for as purchases
and, accordingly, the results of their operations have been
included in the Company's condensed consolidated financial
statements from their respective acquisition dates.

     The following table summarizes, on an unaudited pro forma
basis, the combined results of operations of the Company for the
nine months ended September 30, 1996 and 1995 as though (i) each
acquisition described above (excluding certain thereof that were
not material individually or in the aggregate) which was
consummated in the nine months ended September 30, 1996, was made
on January 1, 1996, in the case of the results for the nine months
ended September 30, 1996, and (ii) each acquisition which was
consummated during the period of January 1, 1995 to September 30,
1996 as described above and in Note 3 to the Notes to Consolidated
Financial Statements included in the Company's 1995 Annual Report
on Form 10-K (excluding certain thereof that were not material
individually or in the aggregate), was made on January 1, 1995, in
the case of the results for the nine months ended September 30,
1995.
<TABLE>
<CAPTION>
                                                 1996                               1995            
<S>                                  <C>                         <C>
Revenues                             $             250,036,947   $             226,382,025                              

Net income                                          23,706,203                  17,511,529
Earnings                                                                                  
  per common share and common 
  equivalent share                                         .61                         .51
</TABLE>

     The unaudited pro forma results are based upon certain
assumptions and estimates which are subject to change.  These
results are not necessarily indicative of the actual results of
operations that might have occurred, nor are they necessarily
indicative of expected results in the future.

     On September 29, 1995, the Company acquired all of the
outstanding stock of Carmel Marina Corporation, Neal Road Landfill
Corporation, Jolon Road Landfill Corporation, Cal Sanitation
Services, Inc., Portable Site Services, Inc. and certain real
estate assets (the "Carmel Marina Companies"), a group of
affiliated companies that comprise an integrated solid waste
management company.  The transaction was accounted for as a
pooling-of-interests and, accordingly, the condensed consolidated
financial statements for the three and nine months ended September
30, 1995, include the accounts of the Carmel Marina Companies.  In
connection with the transaction, the Company incurred an after tax
charge totaling approximately $586,000 relating to the pooling-of-interests.

     On June 28, 1996, the Company issued 730,765 shares of its
Common Stock for all of the outstanding stock of Salinas Disposal
Services, Inc., Rural Dispos-All Services, Inc. and Madison Lane
Properties, Inc. (the "Salinas Companies"), a group of affiliated
companies that comprise an integrated solid waste management
company.  The transaction was accounted for as a pooling-of-interests and, 
accordingly, the condensed consolidated financial
statements at December 31, 1995 and for all periods presented
include the accounts of the Salinas Companies.  In connection with
the transaction, the Company incurred an after tax charge totaling
approximately $1.7 million relating to the pooling-of-interests.

     The financial statements of the Salinas Companies were
prepared based on a September 30 fiscal year end.  The year end for
the Salinas Companies has been changed to December 31 to conform to
the Company's year end.  As a result, the operations of the Salinas
Companies for the three months ended December 31, 1995 are not
reflected in the Company's financial statements.  The loss
available to common shareholders of the Salinas Companies for this
period has been charged to the Company's retained earnings.  The
revenues and net loss available to common shareholders for the
Salinas Companies during this period totaled $4.2 million and
$507,000, respectively.

     During September 1996, the Company (i) acquired a collection
company in a transaction in which the Company issued 470,985 shares
of its Common Stock for the assets of Truk-Away of R.I., Inc.,
Recycling of R.I., Inc., and B.W. Properties, a group of affiliated
companies (collectively, the "Truk-Away Companies"); (ii) acquired
an integrated solid waste management company in a transaction in
which the Company issued 73,146 shares of its Common Stock for all
of the outstanding stock of Jones Sanitation, Inc, and the assets
of River City Refuse, Inc., two affiliated companies (collectively,
the "Jones Companies"); and (iii) acquired an integrated solid
waste management company in a transaction in which the Company
issued 35,726 shares of its Common Stock for all of the outstanding
stock of Jahner Sanitation, Inc. ("Jahner"). These transactions
were accounted for as pooling-of-interests and, accordingly, the
condensed consolidated financial statements for the three and nine
months ended September 30, 1996 have been restated to include the
accounts of the Truk-Away Companies, the Jones Companies and Jahner
(excluding, in the case of asset purchases, any accounts not
related to the business acquired).  The historical operations of
the Truk-Away Companies, the Jones Companies and Jahner are not
material to the Company's consolidated operations and financial
position and, therefore, the 1995 consolidated financial statements
have not been restated.  In connection with these transactions, the
Company incurred an after tax charge totaling approximately $2.2
million relating to the pooling-of-interests.

     Separate revenue and net income of the Company and the Pooled
Companies (as hereinafter defined) for certain periods prior to
combination are set forth in the table below.  For purposes of such
table, the "Pooled Companies" include (i) with respect to any
period in 1995, only the Salinas Companies, (ii) with respect to
the three months ended March 31, 1996, the Salinas Companies, the
Truk-Away Companies, the Jones Companies and Jahner and (iii) with
respect to any other period in 1996, the Truk-Away Companies, the
Jones Companies and Jahner.
<TABLE>
<CAPTION>
                                                      Pooled                                             
                              The Company          Companies                          Combined                
<S>                                <C>                    <C>                          <C>             
Nine months ended 
  September 30, 1995
Revenues                            $147,880,343               $12,409,341                   $160,289,684
Net income                            17,776,381            618,273                       18,394,654

Three months ended 
  September 30, 1995
Revenues                              58,957,936          4,365,446                       63,323,382
Net income                             8,520,736            208,507                        8,729,243

Three months ended 
  March 31, 1996
Revenues                              62,674,983          6,905,515                       69,580,498
Net income(loss)                       6,186,392           (408,808)                       5,777,584                              
Three months ended
  June 30, 1996
Revenues                              79,055,526          3,201,995                       82,257,521
Net income (loss)                      7,106,938            (17,787)                       7,089,151

Six months ended 
  June 30, 1996
Revenues                             145,791,006          6,047,013                      151,838,019
Net income (loss)                     13,232,559           (365,824)                      12,866,735
</TABLE>

     Certain of the above mentioned pooled entities were
partnerships, sole proprietorships or had elected to be treated as
Subchapter S Corporations for federal and state income tax
purposes.  Therefore, those companies' income or loss is passed
through to their stockholders rather than being subjected to taxes
at the corporate level.  The condensed consolidated financial
statements reflect provisions for income taxes on a pro forma basis
as if all of the pooled entities were liable for federal and state
income taxes as taxable corporate entities.

Note 3 - Capital Stock

     On March 12, 1996, the Board of Directors approved a two-for-one stock 
split of the Company's common stock to be effected in the
form of a 100% stock dividend.  Such stock split was effected by
the distribution on June 18, 1996, of a dividend of one share of
the Company's common stock in respect of each share of common stock
that was outstanding on June 7, 1996, the record date established
for such distribution.  All agreements concerning stock options,
convertible securities and other commitments payable in shares of
the Company's common stock were amended to provide for the issuance
of two shares of common stock for every one share that was issuable
prior to the stock split.  An amount equal to the par value of the
common stock issued was transferred from additional paid-in capital
to the common stock account.  The transfer has been reflected in
the condensed consolidated statement of changes in stockholders'
equity for the nine months ended September 30, 1996.  All share and
per share data has been adjusted to give effect to the stock split.

Note 4 - Contingencies

     While the Company carries a wide range of insurance coverage
for the protection of the Company's assets and operations, the
Company does not carry insurance coverage for environmental
liability, except as described in the following sentence.  The
Company's insurance coverage for environmental liability is limited
to (i) contractor pollution liability insurance that relates to
certain environmental services provided by the Company and (ii)
certain other pollution liability insurance which is the equivalent
to self-insurance because under the terms thereof the Company is
required to fully reimburse the insurance company for any paid
claims.  In the event uninsured losses occur, the Company's net
income and financial position could be materially adversely
affected. 

     On January 9, 1996, the Junker Landfill Trust sued the
Company, Junker Sanitation Services, Inc., and United Waste
Transfer, Inc., both of which are subsidiaries of the Company, and
approximately 800 other parties in the United States District Court
for the Western District of Wisconsin, Case No. 96C-19S, for the
contribution under the Comprehensive Environmental Response
Compensation and Liability Act ("CERCLA"), as well as state common
law, with respect to the Junker Landfill site in Hudson, Wisconsin. 
By order entered July 19, 1996, the court approved a consent decree
which was signed by the Company and the others with respect to this
site.  The Company's obligations under the consent decree are
secured by, and limited to, certain indemnification rights which
the Company has against the former owner of Junker Sanitation
Services, Inc.

     On May 26, 1995 the Company sued Robert Foley and Matthew
Parzych in the United States District Court for the District of
Connecticut, Case No. 3:95-CV-985.  The defendants sold stock in
certain Massachusetts corporations to the Company under an
agreement dated April 1, 1992 (the "1992 agreement").  In the suit
the Company seeks approximately $1,115,000 in cash and securities
from an escrow account and additional amounts from defendants by
reason of indemnity provisions contained in the 1992 agreement and
confirmed in an agreement dated January 28, 1994 (the "1994
agreement").  The defendants have counterclaimed against the
Company and its chief executive officer, seeking to invalidate the
1994 agreement primarily for alleged lack of consideration and
economic duress, and to receive alleged damages and costs.  The
counterclaims for damages are primarily for alleged
misrepresentations by the Company in connection with the 1992
agreement, and were asserted by defendants notwithstanding
provisions in the 1994 agreement which generally released the
Company from all claims.  The Company intends vigorously to pursue
its claims in this action and to seek dismissal of the
counterclaims.  In the opinion of management, this claim should not
materially affect the financial position of the Company.

     In July 1996 the Company filed suit against H.A.M. Sanitary
Landfill, Inc. and its shareholders.  The suit is now pending in
the Circuit Court for Monroe County, West Virginia, Civil Action
No. 96-C-51.  The Company, among other things, seeks to recover
$1.8 million in advances which the Company made in connection with
an agreement, since terminated, to purchase the H.A.M. Sanitary
Landfill in West Virginia from the defendants, and to recover
certain personal property.  The defendants in September 1996 filed
a counterclaim against the Company and a subsidiary which seeks
compensatory and punitive damages for claims of alleged breach of
contract, breach of fiduciary duty under an alleged joint venture,
unjust enrichment and fraud.  The Company will vigorously prosecute
its claim and defend against the counterclaim.  In the opinion of
management, the counterclaim should not materially affect the
financial position of the Company.

     In June 1996 Dale Lynch, Dennis Lynch and D.L. Lynch sued the
Company, its chief executive officer and a subsidiary of the
Company in the Circuit Court of Whitley County, Kentucky (Index No.
96 CI 00355).  The subsidiary purchased the Tri-County landfill
from the plaintiffs in 1991.  The suit primarily seeks 
compensatory and punitive damages for alleged breach of contract
and for allegedly fraudulent representations in connection with
this purchase.  The Company will vigorously defend this suit and
intends to file counterclaims for, among other things, compensatory
and punitive damages for breach of warranties and fraud.  The
Company will also seek indemnification for breach of warranties. 
In the opinion of management, this suit should not materially
affect the financial position of the Company.

     The Company accrues the costs for closure and post-closure
monitoring over the life of its owned landfills and will pay out
these costs over the next thirty years.  Major components of these
costs include closure cap construction, leachate treatment and
groundwater monitoring.  The Company accrues these costs utilizing
engineering estimates based on current governmental regulations
regarding closure requirements.  The Company estimates that the
aggregate liability for the closure, post-closure and remediation
costs of its landfills owned at September 30, 1996 will be
approximately $73.3 million.  At September 30, 1996, the Company
has approximately $41.5 million of these costs accrued and,
therefore, has accrued approximately 57% of its estimated total
costs to date.

     The Company monitors the availability of airspace at each of
its landfills and the need to obtain permit modifications for
approvals for expansion in order to continue operating these
landfills.  In order to develop and operate a landfill, a
composting facility or transfer station, or other solid waste
management facility, the Company typically must go through several
governmental review processes and obtain one or more permits and
often zoning or other land use approvals.  Once obtained, operating
permits generally must be periodically renewed and are subject to
modification and revocation by the issuing agency.  There can be no
assurance that the Company will succeed in obtaining or maintaining
these permits, permit modifications or approvals.

Item 2      Management's discussion and analysis of financial                 
condition and results of operations.

     The following discussion should be read in conjunction with
the unaudited Condensed Consolidated Financial Statements and
related Notes thereto of the Company included herein, the
Consolidated Financial Statements and related Notes thereto
included in the Company's 1995 Annual Report on Form 10-K, and the
Company's Current Report on Form 8-K referred to below.  The
Company's consolidated balance sheet as of December 31, 1995,
included herein has been restated as described above.  See Notes 1
and 2 of Notes to Unaudited Condensed Consolidated Financial
Statements, included in Part I-Item 1 of this Report.  Such
restated balance sheet has been audited and filed as an Exhibit to
a Current Report on Form 8-K dated June 28, 1996, previously filed
by United Waste Systems, Inc.

     The following discussion includes statements that are forward-looking
in nature.  Whether such statements ultimately prove to be
accurate depends upon a variety of factors that may affect the
business and operations of the Company.  Certain of these factors
are discussed under the caption Item 1 - "Business-Factors that May
Influence Future Results and Accuracy of Forward-Looking
Statements" included in the Company's 1995 Annual Report on Form
10-K.  The information in such Annual Report under such caption is
incorporated by reference herein.

Introduction

     The Company was formed in July 1989 to acquire and operate
businesses in the nonhazardous solid waste services industry and
since its formation through September 30, 1996, has completed 132
acquisitions, including 41 completed during 1995 and 54 in the
first nine months of 1996.  The focus of the Company's acquisition
program at present is to capitalize on opportunities around its
existing operating regions that will create synergies and
efficiencies, as well as to selectively enter several new regions
annually.  The Company may also selectively consider acquisitions
or consolidation opportunities involving other public companies or
large privately-held companies.

     The acquisitions completed by the Company during the periods
discussed below include five that were accounted for as a pooling-of-interests.
(For certain information concerning such
acquisitions and the restatement of certain of the Company's
financial statements in connection therewith, see Note 2 of Notes
to Unaudited Condensed Consolidated Financial Statements included
in Part I-Item 1 of this Report).  The other acquisitions completed
during such periods were accounted for as purchases and,
accordingly, the results of operations of the businesses acquired
in these acquisitions are included in the Company's financial
statements only from their respective dates of acquisition.  In
view of the fact that the Company's operating results for 1996 and
1995 were impacted by these acquisitions that were accounted for as
purchases, the Company believes that the results of its operations
for 1996 and 1995 are not directly comparable.

General
     
     The Company's revenues have been primarily attributable to (i)
collection revenues and (ii) fees (commonly referred to as "tipping
fees") charged to dispose of waste at the Company's landfills.  The
table below shows for the periods indicated the percentage of the
Company's total revenues attributable to various sources.
<TABLE>
<CAPTION>

                           Nine Months Ended September 30,                  
                             1996              1995                  
<S>                          <C>               <C>                             
Landfill operations(1)        30%               30%
Collection operations(2)      65                61 
Waste reuse and reduction 
  programs                     2                 4 
Other services                 3                 5               
Total                        100%              100%            


                             Three Months Ended September 30,            
                              1996             1995            
Landfill operations(1)         32%              33%
Collection operations(2)       62               59 
Waste reuse and reduction 
  programs                      3                4 
Other services                  3                4               
Total                         100%             100%            
              
</TABLE>
        

(1)  Revenue from landfill operations primarily represent fees
charged to dispose of waste at the Company's landfills (including
fees charged to the Company's collection operations).

(2)  Excludes the portion of collection revenues attributable to
disposal charges for solid waste collected by the Company and
disposed of at the Company's landfills.

     In certain instances, the amount of revenues that a newly
acquired business contributes to the Company's revenues may be
significantly less than the revenues that such business had prior
to being acquired due to the elimination of intercompany revenues
resulting from consolidation with the Company.

     A portion of the Company's revenues from waste reuse and
reduction programs is derived from the sale of recyclable waste
products.  The resale prices of, and demand for, recyclable waste
products can vary significantly and be subject to changing market
conditions.  Accordingly, the Company's revenues from such sales
may materially vary from period to period.

     Landfill cost of operations primarily include direct and
indirect labor, the legal and administrative cost of ongoing
environmental compliance, certain landfill taxes, franchise fees or
host community fees, rental payments under leases with respect to
landfill sites that are not owned, landfill site maintenance,
depreciation and amortization expense, and accruals for closure and
post-closure expenses anticipated to be incurred in the future. 
Certain direct landfill development costs, such as engineering,
upgrading, construction and permitting costs paid to outside
parties in respect of permits acquired or in the process of being
acquired, are capitalized and amortized based on consumed airspace. 
All indirect landfill development costs, such as executive
salaries, general corporate overhead, public affairs and other
corporate services, are expensed as incurred.  The Company believes
that the costs associated with the engineering, ownership and
operation of landfills will increase in the future as a result of
increasing federal, state and local regulation and a growing
community awareness of the landfill permitting process.  Although
there can be no assurance, the Company believes that it generally
will be able to implement price increases sufficient to offset
these increased expenses.

     Collection cost of operations includes direct and indirect
labor, insurance, fuel, equipment maintenance costs, tipping fees
paid to third party landfills and, with respect to the Company's
asbestos collection operations, transportation costs.

     Selling, general and administrative expense ("SG&A") includes
management salaries, clerical and administrative overhead, costs
associated with the Company's commercial and industrial sales force
and community relations expenses.  SG&A also includes expenses
associated with completing acquisitions that are accounted for as
pooling-of-interests, since such expenses are not capitalized.

     The Company capitalizes engineering, legal, accounting and
other direct costs that are incurred in connection with potential
acquisitions.  The Company, however, routinely evaluates such
capitalized costs and charges to expense those relating to
abandoned acquisitions.  Indirect acquisition costs, such as
executive salaries, general corporate overhead, public affairs and
other corporate services, are expensed as incurred.

     The Company estimates landfill closure and post-closure
reserves based on an analysis of the requirements of the
regulations  under Subtitle D of the Resource Conservation and
Recovery Act of 1976 and state laws and regulations.  Since the
annual charge for each landfill is determined based upon the total
estimated unaccrued landfill closure and post-closure costs and the
estimated portion of remaining airspace filled during the year, the
provision may vary from period to period, as the volume of waste
disposed of in the landfill increases or decreases, expansions and
new permits change the life of the landfill and other circumstances
require management to reevaluate and to change such estimates.  The
Company estimates that the aggregate liability for the remediation,
closure and post-closure costs of its facilities owned at September
30, 1996 will be approximately $73.3 million.  At September 30,
1996, reserves for landfill closure and post-closure costs
(including reserves assumed through acquisitions) were
approximately $41.5 million, and the balance will be accrued over
the remaining operating lives of the landfills.

Results of Operations

     Nine months ended September 30, 1996 and 1995

     Revenues.  Revenues for the nine months ended September 30,
1996 were $241.9 million, representing an increase of 50.9% over
revenues for the nine months ended September 30, 1995 of $160.3
million.  Of this increase, approximately 42.2 percentage points
were due to the revenues attributable to (i) the businesses
acquired by the Company subsequent to September 30, 1995 and (ii)
businesses that were acquired during the first nine months of 1995
and thus were included in the Company's results for the first nine
months of 1995 for only a portion of the period and in the
Company's results for the first nine months of 1996 for the full
period.  The balance of this increase was due to an increase in
1996 in volume of waste received by the Company's operations that
were owned by the Company throughout both periods (approximately
4.5 percentage points) and in prices charged for services
(approximately 4.2 percentage points).

     Cost of Operations.  Cost of operations for the first nine
months of 1996 was $149.6 million compared with $99.2 million for
the first nine months of 1995.  As a percentage of revenues, cost
of operations was not materially different during these periods
(61.8% during the first nine months of 1996 and 61.9% during the
first nine months of 1995).   

     Selling, General and Administrative Expense. SG&A was $38.8
million during the nine months ended September 30, 1996 compared
with $24.9 million during the nine months ended September 30, 1995,
and as a percentage of revenues was 16.0% during the nine months
ended September 30, 1996 compared with 15.5% during the nine months
ended September 30, 1995.  This increase in SG&A as a percentage of
revenues reflected the fact that expenses related to acquisitions
accounted for as pooling-of-interests (of which there were four in
1996 and one in 1995) were higher in the first nine months of 1996
than in the first nine months of 1995 ($4.4 million compared with
$900,000).  See Note 2 of Notes to Unaudited Condensed Consolidated
Financial Statements included in Part I-Item 1 of this Report. 
Excluding such expenses, SG&A as a percentage of revenues decreased
to 14.2% during the nine months ended September 30, 1996, from
15.0% during the nine months ended September 30, 1995.  This
decrease primarily reflected the fact that the revenue growth
attributable to acquisitions was achieved without a commensurate
increase in senior management expense or corporate overhead.

     Interest Expense.  Interest expense increased to $11.1 million
during the nine months ended September 30, 1996 from $6.9 million
during the nine months ended September 30, 1995.  This increase
primarily reflected the fact that the Company's indebtedness
increased subsequent to the nine months ended September 30, 1995,
primarily as a result of the completion of acquisitions and the
issuance of $150 million in Convertible Subordinated Notes (as
described under "-Liquidity and Capital Resources").  Interest
capitalized as a component of construction projects during the nine
months ended September 30, 1996 and 1995 amounted to approximately
$1.2 million and $895,000, respectively.

     Other Expense (Income), Net.  Other expense, net, was $1.1
million in the nine months ended September 30, 1996 (compared with
other income, net, of $712,000 in the nine months ended September
30, 1995).  This increase in other expense, net, was primarily
attributable to a $2.0 million charge resulting from the sale of
the Company's transfer station in Pennsylvania.

     Income Taxes.  Income taxes increased to $17.5 million, or an
effective rate of 42.3%, during the nine months ended September 30,
1996 from $11.6 million, or an effective rate of 38.7%, during the
nine months ended September 30, 1995.  The increase in the
effective rate was primarily due to the fact that certain
transaction expenses relating to acquisitions accounted for as
pooling-of-interests are not deductible in determining taxable
income and such expenses were higher in 1996 than in 1995.

Results of Operations

     Three months ended September 30, 1996 and 1995

     Revenues.  Revenues for the three months ended September 30,
1996 were $90.0 million, representing an increase of 42.2% over
revenues for the three months ended September 30, 1995 of $63.3
million.  Of this increase, approximately 33.2 percentage points
were due to the revenues attributable to (i) the businesses
acquired by the Company subsequent to September 30, 1995 and (ii)
businesses that were acquired during the third quarter of 1995 and
thus were included in the Company's third quarter 1995 results for
only a portion of the quarter and in the Company's third quarter
1996 results for a full quarter.  The balance of this increase in
1996 was due to an increase in volume of waste received by the
Company's operations that were owned by the Company throughout both
periods (approximately 4.5 percentage points) and in prices charged
for services (approximately 4.5 percentage points).

     Cost of Operations.  Cost of operations for the three months
ended September 30, 1996 was $53.1 million compared with $37.2
million for the three months ended September 30, 1995.  As a
percentage of revenues, cost of operations was 59.0% during the
three months ended September 30, 1996 and 58.7% during the three
months ended September 30, 1995.  This increase in cost of
operations as a percentage of revenues was primarily attributable
to the increase in collection revenues as a percentage of total
revenues, since collection operations generally have lower margins
than landfill operations.

     Selling, General and Administrative Expense.  SG&A was $14.0
million during the three months ended September 30, 1996 compared
with $9.7 million during the three months ended September 30, 1995,
and as a percentage of revenues was 15.6% during the three months
ended September 30, 1996 compared with 15.4% during the three
months ended September 30, 1995.  This increase in SG&A as a
percentage of revenues reflected the fact that expenses related to
acquisitions accounted for as pooling-of-interests (of which there
were three in the third quarter of 1996 and one in the third
quarter of 1995) were higher in the third quarter of 1996 than in
the third quarter of 1995 ($2.2 million compared with $900,000). 
See Note 2 of Notes to Unaudited Condensed Consolidated Financial
Statements included in Part I-Item 1 of this Report.  Excluding
such expenses, SG&A as a percentage of revenues decreased to 13.1%
during the three months ended September 30, 1996, from 13.9% during
the three months ended September 30, 1995.  This decrease primarily
reflected the fact that the revenue growth attributable to
acquisitions was achieved without a commensurate increase in senior
management expense or corporate overhead. 

     Interest Expense.  Interest expense increased to $3.9 million
during the three months ended September 30, 1996 from $2.4 million
during the three months ended September 30, 1995.  This increase
primarily reflected the fact that the Company's indebtedness
increased subsequent to September 30, 1995, primarily as a result
of the issuance of $150 million in Convertible Subordinated Notes
(as described under "-Liquidity and Capital Resources") and the
completion of acquisitions.  Interest capitalized as a component of
construction projects during the three months ended September 30,
1996 and 1995 amounted to approximately $763,000 and $286,000,
respectively.

     Other Expense (Income), Net.  Other income, net, was $686,000
during the three months ended September 30, 1996 compared with
other income, net, of $293,000 during the three months ended
September 30, 1995.  This increase in other income, net, was
primarily attributable to interest income on cash from the
Company's issuance of $150 million of Convertible Subordinated
Notes in June 1996. 

     Income Taxes.  Income taxes increased to $8.3 million, or an
effective rate of 42.1%, during the three months ended September
30, 1996 from $5.5 million, or an effective rate of 38.9%, during
the three months ended September 30, 1995.  The increase in the
effective rate was primarily due to the fact that certain
transaction expenses relating to acquisitions accounted for as
pooling-of-interests are not deductible in determining taxable
income and such expenses were higher in the third quarter of 1996
than in the third quarter of 1995.

Liquidity and Capital Resources

     The Company (i) has used, and expects to continue using, a
substantial amount of cash generated from operations to fund
acquisitions, thereby reducing its current assets and (ii) in
connection with acquisitions and the financing of machinery and
equipment, the Company has assumed or incurred indebtedness with
relatively short-term repayment schedules, thereby increasing its
current liabilities.  As a result of the foregoing financing
practices, the Company has had, and expects to continue to have,
low levels of working capital or working capital deficiencies. 
Although the Company had working capital of $23.7 million at
September 30, 1996, this primarily reflected the fact that (as
described below) the Company issued $150 million of Convertible
Subordinated Notes in June 1996 and has not yet utilized a portion
of the net proceeds therefrom.  The Company expects that it will
use these proceeds primarily to fund acquisitions and capital
expenditures and that, upon using such proceeds, will again
maintain low levels of working capital or working capital
deficiencies.  The Company believes that its current and expected
financing practices relating to working capital will not impair its
ability to meet its ongoing cash requirements and continue its
acquisition program, although there can be no assurance of this.

     During the nine months ended September 30, 1996, the Company
generated cash from operations of approximately $56.8 million and
had net cash from financing activities of approximately $100.6
million.  The Company used these funds generated from operating and
financing activities to complete business acquisitions of
approximately $88.2 million and for capital expenditures of
approximately $41.0 million.  These acquisitions and capital
expenditures accounted for the increase in property and equipment,
and intangible assets, at September 30, 1996 compared with such
amounts at December 31, 1995.

     The Company's $215 million, three year, secured revolving
credit facility due August 1998 (the "Credit Facility") bears
interest at a rate per annum equal to the Eurodollar Rate (Reserved
Adjusted)(as defined in the loan agreement providing for the Credit
Facility) applicable to each interest period plus .75% to 1.75% per
annum or the Alternate Reference Rate (as so defined) from time to
time in effect plus 0% to .25% per annum.  The Credit Facility is
secured by the stock of the Company's subsidiaries, restricts the
Company from granting other liens on its assets (subject to certain
limited exceptions), and requires the Company to comply with
certain covenants including, but not limited to, maintenance of
certain financial ratios, limitation on additional indebtedness,
limitation on capital expenditures and a prohibition on the
Company's payments of cash dividends on its capital stock.  The
Credit Facility also currently requires that the consent of the
lenders be obtained in order for the Company to make an acquisition
that provides for an aggregate cash purchase price of $15 million
or more.  In addition, the Credit Facility prohibits the Company
from using more than $10 million of its cash to secure closure and
post-closure obligations that the Company may have relating to its
landfills.  Under the terms of the Credit Facility, an event of
default would occur should two or more of the individuals currently
serving as executive officers of the Company cease to be employed
by the Company.  The Company used a portion of the net proceeds
from the Convertible Subordinated Notes that it issued in June 1996
(as described below) to repay the outstanding indebtedness under
the Credit Facility.  Consequently, there was no outstanding
indebtedness under the Credit Facility at September 30, 1996,
compared with $41.8 million at December 31, 1995.
 
     The Credit Facility also allows the Company to obtain up to
$65 million in letters of credit.  These letters of credit may be
used, among other purposes, to secure or support closure
obligations that the Company may have relating to its landfills. 
On September 30, 1996, the face amount of outstanding letters of
credit issued pursuant to the Credit Facility was approximately
$59.3 million.  The aggregate amount that the Company is permitted
to borrow under the Credit Facility is reduced by the aggregate
face amount of all outstanding letters of credit issued thereunder.

     In June 1996, the Company issued $150 million principal amount
of 4-1/2% Convertible Subordinated Notes due June 1, 2001 (the
"Convertible Notes").  The Convertible Notes bear interest at a
fixed rate of 4-1/2% per annum, payable semi-annually.  The
Convertible Notes are convertible into Common Stock of the Company
at a conversion price of $32.50 per share.  The Convertible Notes
are unsecured obligations of United Waste Systems, Inc. and are
subordinated to all existing and future Senior Indebtedness (as
defined in the indenture relating to the Convertible Notes) of
United Waste Systems, Inc. and are effectively subordinated to all
indebtedness and other liabilities of the subsidiaries of United
Waste Systems, Inc.  The issuance of the Convertible Notes and the
receipt of the net proceeds therefrom was the primary reason for
the increase in cash and cash equivalents and long-term debt at
September 30, 1996 compared with December 31, 1995.

     Set forth is a discussion of the Company's primary ongoing
cash requirements and the means by which it expects to meet these
requirements in the future.

     Operating Activities.  The Company anticipates that for the
foreseeable future, cash generated from operating activities will
be sufficient to provide the cash required for operating
activities.

     Capital Expenditures.  The Company expects to make capital
expenditures on an ongoing basis for improvements to, and expansion
of, its landfills and for equipment purchases.  The Company
estimates that the capital expenditures that will be required in
respect of the existing operations of the Company will be in the
range of $18 million to $20 million during the last three months of
1996 and $65 to $70 million in 1997.  The Company expects that it
will fund such  estimated capital expenditures in respect of its
existing operations from available cash on hand and cash generated
from operations, supplemented, if required, by borrowings available
under the Credit Facility.  In addition, the Company expects that
it will be required to make capital expenditures in respect of new
operations that it may hereafter acquire.  The Company cannot
quantify at this time the amount of such capital expenditures. 

     Acquisitions.  An element of the Company's strategy is to
continue to acquire additional solid waste companies.  The Company
expects to pay for future acquisitions using cash, capital stock,
assumption of indebtedness and/or notes, ongoing royalties and
contingent payments.  The Company expects that any cash required
for future acquisitions will be provided by a combination of
available cash on hand, cash generated from operations, borrowings
available under the Credit Facility and future debt or equity
financing.  There can be no assurance, however, that any such
future debt or equity financing will be available or, if available,
will be available on terms satisfactory to the Company.

     In order to minimize cash required to complete acquisitions
and adequately secure indemnity obligations, the Company frequently
structures its landfill acquisitions in a manner such that a
portion of the purchase consideration is deferred, contingent or
payable in the form of future royalties.  The Company expects that
deferred or contingent payments and royalties that may become
payable in respect of its completed acquisitions will be funded
from available cash on hand and cash generated from operations,
supplemented, if required, by borrowings available under the Credit
Facility.

     Debt Repayment.  At September 30, 1996, the Company had debt
and capital lease obligations of approximately $275.5 million.  The
Company will be obligated to retire approximately $1.8 million and
$2.5 million of indebtedness during the remainder of 1996 and in
1997, respectively.  The Company plans to meet such obligations
from available cash on hand, cash generated from operations,
borrowings available under the Credit Facility and/or additional
financing.

     Financial Assurance.  The Company is required to provide
financial assurance to various governmental and regulatory bodies
for closure, post-closure and remediation obligations.  The Company
provides for these financial assurance obligations primarily
through the issuance of letters of credit obtained under the Credit
Facility, as well as through surety bonds and irrevocable trust
funds.  As of September 30, 1996, the aggregate amount of these
financial assurance obligations was $39.4 million, $30.2 million of
which is being satisfied by letters of credit obtained under the
Credit Facility.  Under the Subtitle D Regulations, new financial
assurance requirements become effective on or before April 9, 1997. 
The Company estimates that when such regulations become effective
the financial assurance obligations that it will be required to
provide in order to continue certain of its existing landfill
operations will increase by approximately $33.9 million to
approximately $73.3 million.  The Company plans to meet such
increased financial assurance obligations through additional
letters of credit obtained under existing or new credit facilities
and, where permitted, insurance policies.

Capital Expenditures

     The Company, in accordance with generally accepted accounting
principles, capitalizes certain expenditures and advances relating
to its acquisitions, pending acquisitions and landfill development
and expansion projects.  Indirect acquisitions costs, such as
executive salaries, general corporate overhead, public affairs and
other corporate services, are expensed as incurred.  The Company's
policy is to charge against earnings any unamortized capitalized
expenditures or advances (net of any portion thereof that the
Company estimates will be recoverable, through sale or otherwise)
relating to any operation that is permanently shut down, any
pending acquisition that is not consummated, and any landfill
development or expansion project that is not successfully
completed.  The Company also has a substantial investment in its
permitted landfills.  If any of the Company's landfills were to
lose their permits, the Company would charge against earnings the
unamortized portion of its investment and any necessary
acceleration of closure and post closure accruals.  The Company has
capitalized expenditures with respect to substantially all of its
other operations.  There can be no assurance that the Company will
not be required in future periods to incur charges against earnings
relating to these capitalized expenditures in excess of the
scheduled amortizations.

Inflation and Prevailing Economic Condition

     To date, inflation has not had a significant impact on the
Company's operations.  The Company generally enters into long-term
contracts only if such contracts include provisions for price
escalations based on a price index.

Seasonality

     The Company's revenues tend to be somewhat lower in the winter
months.  This is generally reflected in the Company's first quarter
results and may also be reflected in its fourth quarter results.
This is primarily attributable to the fact that (i) the volume of
waste relating to construction and demolition activities and
activities relating to the remediation of contaminated soils tends
to increase in the spring and summer months and (ii) the volume of
waste relating to industrial and residential waste in certain of
the regions where the Company operates tends to decrease during the
winter months.  Particularly harsh weather conditions may result in
the temporary suspension of certain of the Company's operations and
could adversely affect the Company's overall results of operations.

PART II   OTHER INFORMATION

Item 1.   Legal Proceedings

          In July 1996 the Company filed suit against H.A.M.
Sanitary Landfill, Inc. and its shareholders.  The suit is now
pending in the Circuit Court for Monroe County, West Virginia,
Civil Action No. 96-C-51.  The Company, among other things, seeks
to recover $1.8 million in advances which the Company made in
connection with an agreement, since terminated, to purchase the
H.A.M. Sanitary Landfill in West Virginia from the defendants, and
to recover certain personal property.  The defendants in September
1996 filed a counterclaim against the Company and a subsidiary
which seeks compensatory and punitive damages for claims of alleged
breach of contract, breach of fiduciary duty under an alleged joint
venture, unjust enrichment and fraud.  The Company will vigorously
prosecute its claim and defend against the counterclaim.  In the
opinion of management, the counterclaim should not materially
affect the financial position of the Company.

          In June 1996 Dale Lynch, Dennis Lynch and D.L. Lynch sued
the Company, its chief executive officer and a subsidiary of the
Company in the Circuit Court of Whitley County, Kentucky (Index No.
96 CI 00355).  The subsidiary purchased the Tri-County landfill
from the plaintiffs in 1991.  The suit primarily seeks 
compensatory and punitive damages for alleged breach of contract
and for allegedly fraudulent representations in connection with
this purchase.  The Company will vigorously defend this suit and
intends to file counterclaims for, among other things, compensatory
and punitive damages for breach of warranties and fraud.  The
Company will also seek indemnification for breach of warranties. 
In the opinion of management, this suit should not materially
affect the financial position of the Company.

Item 6    Exhibits and Reports on Form 8-K

  (a)     Exhibits:
                                             
          (1)  Exhibit 3.1 -  Amended and Restated
          Certificate of Incorporation dated October 31,
          1991, as amended by (i) Certificate of Increase of
          Designated Number of Shares of Series B Cumulative
          Convertible Preferred stock dated March 31, 1992,
          (ii) Certificate of Correction to Amended and
          Restated Certificate of Incorporation dated April
          30, 1992, (iii) Certificate of Amendment to
          Certificate of Incorporation dated October 9,
          1992, (iv) Certificate of Change of Location of
          Registered Office  and Registered Agent dated
          January 28, 1993, (v) Certificate of Amendment to
          Certificate of Incorporation dated August 31,
          1993, and (vi) Certificate of Amendment to
          Certificate Incorporation dated June 12, 1996
          (incorporated by reference to Exhibit 4.1 to the
          Registration Statement on Form S-8 Commission File
          No. 333-14489).

          (2)  Exhibit 4.1 - Indenture dated June 5, 1996 between
               the Registrant and Bankers Trust Company, as
               Trustee (This is the same agreement previously
               filed as Exhibit 4.1 to Registrant's Report on
               Form 10-Q for the quarterly period ended June 30,
               1996, except that the definition of "Senior
               Indebtedness" in Section 1.1 has been modified to
               correct a typographical error).
 
          (3)  Exhibit 11 - Computation of earnings per share

          (4)  Exhibit 27.1 - Financial Data Schedule

          (5)  Exhibit 27.2 - Restated Financial Data Schedule

          (6)  Exhibit 27.3 - Restated Financial Data Schedule
          
          (7)  Exhibit 99 - Information that appears in the Company's Report
               on Form 10-K for the year ended December 31, 1995, under
               Item 1 "Business Factors that May Influence Future
               Results and Accuracy of Forward-Looking Statements."
          
  (b)     Reports on Form 8-K:

               (1)  Form 8-K - dated June 28, 1996, Items 5 and 7
                    (included supplemental consolidated financial
                    statements of United Waste Systems, Inc.                 
                    filed as Exhibit 99.1).

                            SIGNATURES

          Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.

                              UNITED WASTE SYSTEMS, INC.


Dated:  November 14, 1996          By: /s/Michael J. Nolan
                                   Michael J. Nolan
                                   Chief Financial Officer
                                   (Principal Financial Officer)

                    
Dated:  November 14, 1996          By: /s/Sandra E. Welwood 
                                   Sandra E. Welwood
                                   Vice President, Controller
                                   (Principal Accounting Officer)