SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Evans Edward A (Last) (First) (Middle) 18500 NORTH ALLIED WAY (Street) PHOENIX AZ 85054 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ALLIED WASTE INDUSTRIES INC [ AW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) X Other (specify below) Executive Vice President / Chief Personnel Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/05/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 par value	12/05/2008		M		5,000	A ( 1 )	$0	36,017	D
Common Stock, $.01 par value	12/05/2008		M		10,200	A ( 1 )	$0	46,217	D
Common Stock, $.01 par value	12/05/2008		M		19,339	A ( 1 )	$0	65,556	D
Common Stock, $.01 par value	12/05/2008		M		9,670	A ( 1 )	$0	75,226	D
Common Stock, $.01 par value	12/05/2008		F ( 2 )		21,557 ( 2 )	D	$10.1	53,669	D
Common Stock, $.01 par value	12/05/2008		D ( 3 )		53,669	D	( 3 )	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option (right to buy)	$8.2	12/05/2008		D ( 4 )			150,000	12/05/2008 ( 5 )	09/19/2015	Common Stock	150,000	( 4 )	0	D
Employee stock option (right to buy)	$8.74	12/05/2008		D ( 6 )			111,000	12/05/2008 ( 7 )	12/30/2015	Common Stock	111,000	( 6 )	0	D
Employee stock option (right to buy)	$12.91	12/05/2008		D ( 8 )			83,300	12/05/2008 ( 9 )	12/05/2016	Common Stock	83,300	( 8 )	0	D
Employee stock option (right to buy)	$11.48	12/05/2008		D ( 10 )			100,000	12/05/2008 ( 11 )	12/11/2017	Common Stock	100,000	( 10 )	0	D
Restricted Stock Units	( 12 )	12/05/2008		M			5,000	12/05/2008 ( 13 )	12/05/2008	Common Stock	5,000	$0	0	D
Restricted Stock Units	( 12 )	12/03/2008		M			10,200	12/05/2008 ( 14 )	12/05/2008	Common Stock	10,200	$0	0	D
Restricted Stock Units	( 12 )	12/05/2008		M			19,339	12/05/2008 ( 15 )	12/05/2008	Common Stock	19,339	$0	0	D
Restricted Stock Units	( 12 )	12/05/2008		M			9,670	12/05/2008 ( 16 )	12/05/2008	Common Stock	9,670	$0	0	D

Explanation of Responses:

1. Shares issued upon the vesting of restricted stock units.

2. Common stock delivered as payment for tax liability incurred upon the vesting of restricted stock units.

3. Disposed of pursuant to merger agreement with Republic Services, Inc. at an exchange ratio of .45 shares of Republic Services, Inc. common stock, having a fair market value of $22.60 per share at the effective time of the merger, for each share of Allied Waste Industries, Inc. common stock.

4. Converted into an option to purchase 67,500 shares of Republic Services, Inc. common stock at an exercise price of $18.22 per share.

5. The vesting schedule was accelerated for 37,500 options pursuant to merger agreement with Republic Services, Inc.

6. Converted into an option to purchase 49,950 shares of Republic Services, Inc. common stock at an exercise price of $19.42 per share.

7. The vesting schedule was accelerated for 66,600 options pursuant to merger agreement with Republic Services, Inc.

8. Converted into an option to purchase 37,485 shares of Republic Services, Inc. common stock at an exercise price of $28.69 per share.

9. The vesting schedule was accelerated for 41,650 options pursuant to merger agreement with Republic Services, Inc.

10. Converted into an option to purchase 45,000 shares of Republic Services, Inc. common stock at an exercise price of $25.51 per share.

11. The vesting schedule was accelerated for 100,000 options pursuant to merger agreement with Republic Services, Inc.

12. 1-for-1 conversion (i.e., one (1) restricted stock unit was converted into one (1) share of Issuer common stock).

13. The vesting schedule for 5,000 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.

14. The vesting schedule for 10,200 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.

15. The issuance date for 19,339 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.

16. The vesting schedule for 9,670 restricted stock units was accelerated pursuant to merger agreement with Republic Services, Inc.

Remarks:

	/s/ Jo Lynn White, Attorney-in-Fact	12/09/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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